**Exhibit 10.506**

 

**AMENDED AND RESTATEDACQUISITION LOAN PROMISSORY NOTE**

 

| $9,447,037.00 |   | Oak  Brook, Illinois   |
|---------------|--------|------------------------|
|          |   | December 7,  2004 |

 

THISAMENDED AND RESTATED ACQUISITION LOAN PROMISSORY NOTE (hereinafter referred toas this “Note”) is made by and between **INLANDWESTERN CORAM PLAZA, L.L.C.,**a Delaware limited liability company(hereinafter referred to as “Maker”), and **SKYBANK,**with offices at The Times Building, Second Floor, 336 FourthAvenue, Pittsburgh, Pennsylvania 15222 (hereinafter referred to as “Payee”).

 

**RECITALS**

 

WHEREAS,Coram Property Development LLC, a Delaware limited liability company(hereinafter referred to as “Original Maker”) executed and delivered to Payeethat certain Amended and Restated Acquisition Loan Promissory Note dated as ofJune 12, 2003, in the original principal amount of $9,447,037.00(hereinafter referred to as the “Original Note”), and the loan evidenced by theOriginal Note is hereinafter referred to as the “Original Loan”; and

 

WHEREAS,Maker, Original Maker 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 good and valuable consideration, the receipt and legalsufficiency of which are hereby acknowledged, the parties hereto, intending tobe legally bound, agree that the Original Note is hereby amended and restatedas follows:

 

**ACQUISITION LOAN PROMISSORY NOTE**

 

| $9,447,037.00 |   | Oak  Brook, Illinois   |
|---------------|--------|------------------------|
|          |   | December 7,  2004 |

 

FORVALUE 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**, with offices at The Times Building, SecondFloor, 336 Fourth Avenue, Pittsburgh, Pennsylvania 15222 (hereinafter referredto as “Payee”), the principal sum of Nine Million Four Hundred Forty SevenThousand Thirty Seven and No/100 Dollars ($9,447,037.00), or so much thereof asshall be advanced, lawful

 

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moneyof the United States of America, together with interest from the date hereof,at the rate and on the terms set forth herein, as follows:

 

A.                                   RATE OF INTEREST.  Allcapitalized terms used in this Section A and not defined herein shall havethe 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%) (hereinafter referred to asthe “Interest Rate”), fixed for periods of one (1) month or three (3) months(hereinafter referred to as the “LIBOR Rate Periods”), as selected by Maker.  Interest at the Interest Rate shall accrue onthe unpaid Principal Balance based on a year of 365 days and actual dayselapsed per calendar month, and shall be calculated based on a year of 365days.  The term “LIBOR Rate”, as usedherein, shall mean the rate per annum identified in the money ratessection of the Wall Street Journal (northeastern edition) to be the LIBORrate, applicable to the respective LIBOR Rate Period which has been selected byMaker.  In the event that the Wall StreetJournal is no longer published or ceases to publish the LIBOR Rate, then Payeeshall select a comparable replacement daily financial publication of nationalcirculation to determine the LIBOR Rate. Maker shall deliver to Payee, no later than two (2) business days priorto the expiration of a LIBOR Rate Period, written notice pursuant to whichMaker shall select the one (1) month or three (3) month LIBOR Rate Period tofollow the existing LIBOR Rate Period. Maker shall not be permitted to select a LIBOR Rate Period which extendsbeyond the Maturity Date.  In the eventthat Maker fails to select a LIBOR Rate Period prior to the expiration of anexisting LIBOR Rate Period, then the succeeding LIBOR Rate Period shall bedeemed to be the same LIBOR Rate Period as the expiring LIBOR Rate Period,unless such expiring LIBOR Rate period extends beyond the Maturity Date, inwhich case the succeeding LIBOR Rate period shall be the LIBOR Rate Periodclosest in duration to the expiring LIBOR Rate Period and which does not extendbeyond the Maturity Date.  Interest shallaccrue on the Principal Balance, at the Interest Rate, from and including theday immediately following the last day of the prior LIBOR Rate Period andthrough and including the last day of the selected LIBOR Rate Period.

 

Notwithstandingany provision contained in this Note to the contrary, the Interest Rate shallnot, at any time during the term of this Note, be less than four and threequarters percent (4.75%).  In the eventthat sum of the LIBOR Rate plus two and one quarter percent (2.25%) is lessthan four and three quarters percent (4.75%), then for so long as such sum isless than four and three quarters percent (4.75%), the Interest Rate shall befour and three quarters percent (4.75%) per annum.

 

B.                                     TERMS OF PAYMENT.

 

1.                                       Monthly Installments. Maker shall pay to Payee six (6) consecutive monthly payments consistingof: (i) a fixed principal payment in the amount of Twenty Four Thousand OneHundred Seventy Six and 30/100 Dollars ($24,176.30), 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

 

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andpaid on January 1, 2005 and on the first day of each calendar monththereafter through and including May 1, 2005.

 

2.                                       Application of Payments.  Allpayments of Monthly Installments and any partial payment of any MonthlyInstallment shall be applied first to late fees and charges and any othercharges due hereunder, then to interest and then to principal.  This Note is one of three (3) promissorynotes made or to be made by Maker in connection with loans in the aggregateamount of $20,760,000 to be made by Payee. Such promissory notes (other than this Note), as they may be renewed orextended, are herein referred to as the “Other Facility Notes”.  All payments under this Note shall beaggregated with payments under the Other Facility Notes and shall be appliedproportionately to the obligations under this Note and the Other FacilityNotes.

 

C.                                     MATURITY.  The entire Principal Balance,together with all accrued and unpaid interest thereon and any other unpaidsums, shall be due, payable and paid, without presentment or demand, onJune 1, 2005 (referred to herein as the “Maturity Date”).

 

D.                                    DEFINITIONS.

 

1.                                       Principal Balance.  Theterm “Principal Balance”, as used herein, shall mean the outstanding principalamount of this Note and all other sums (excluding interest) required to be paidby Maker pursuant to the terms of this Note and the Mortgage (as that term ishereinafter defined).

 

2.                                       Date of Closing.  Theterm “Date of Closing”, as used herein, shall mean December 23, 2004.

 

E.                                      TAX AND INSURANCE ESCROW. Maker shall pay to Payee with each Monthly Installment, an amount equalto one-twelfth (1/12th) of the annual real estate taxes and assessments (ifany) on the Mortgaged Property and an amount equal to one-twelfth (1/12th) ofthe annual 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.  TheMonthly Installments and all other sums due hereunder and under the Mortgageshall be payable at Sky Bank, P.O. Box 40, East Liverpool, Ohio 43920, or atsuch other place as Payee, from time to time may designate to Maker in writing,delivered to Maker at the address set forth in the Mortgage for notices toMaker.

 

G.                                     PREPAYMENT.  Maker shall have the right toprepay the Principal Balance, in whole or in part, at any time during the termof this Note, without penalty or premium; provided, however, that any suchprepayment is accompanied by payment of all interest accrued on the outstandingPrincipal Balance of this Note to the date of prepayment, and by payment of allother fees, costs and charges required to be paid by Maker to and for thebenefit of Payee.

 

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Paymentof this Note is secured by the Acquisition Loan Mortgage (as that term isdefined in the Loan Assignment), which Acquisition Loan Mortgage encumbers theMortgaged Property (as that term is defined in the Acquisition LoanAssignment).  In addition to the BuildingLoan Mortgage, payment of this Note is secured by: (i) a first securityinterest in all furniture, fixtures, machinery, appliances, equipment and otherpersonal property of Maker used in the operation of the Mortgaged Property andMaker’s business conducted therein, as evidenced by the Financing Statements(as that term is defined in the Loan Assignment) and (ii) a first assignment ofall leases and rents relating to or arising out of the Mortgaged Property, asevidenced by the Acquisition Loan Assignment (as that term is defined in theLoan Assignment).

 

Allof the agreements, conditions, covenants, provisions and stipulations containedin the Acquisition Loan Mortgage, the Acquisition Loan Assignment and theFinancing Statements (collectively referred to herein as the “Loan Documents”)which are to be kept and performed by Maker are hereby made a part of this Noteto the same extent and with the same force and effect as if they were fully setforth herein, and Maker covenants and agrees to keep and perform them, or causethem to be kept and performed, strictly in accordance with their terms.

 

Ifany Monthly Installment or any other payment due hereunder shall not be paid,in immediately available and collectible funds, within ten (10) days of its duedate, Maker shall pay to Payee a late charge of five cents ($.05) for eachdollar of such amount so overdue.  It isfurther understood that the following defaults shall constitute events ofdefault hereunder and are referred to herein as an “Event of Default” or“Events of Default”: (i) a default in the payment, in immediately available andcollectible funds, of any Monthly Installment or any monetary sum due hereunderor under the Loan Documents and such default is not fully cured within ten (10)days from the date on which it shall fall due, (ii) a default in theperformance of any of the non-monetary agreements, conditions, covenants,provisions or stipulations contained in this Note, or in the Loan Documents andsuch default is not cured within thirty (30) days after receipt of writtennotice thereof, or (iii) the occurrence of an Event of Default under the OtherFacility Notes; provided, however, that if such default is not susceptible ofbeing cured within thirty (30) days, such thirty (30) day period shall beextended for such additional time as Payee shall reasonably deem necessary forsuch cure, provided that Maker commences to cure such default during theoriginal thirty (30) day period and diligently prosecutes the curingthereof.  Upon the occurrence of an Eventof Default hereunder or under the Mortgage, Payee, at its option and withoutnotice to Maker, may declare immediately due and payable the entire PrincipalBalance with interest accrued thereon at the Interest Rate to the date of suchEvent of Default and thereafter at a rate three percent (3%) per annum inexcess of the Interest Rate and all other sums due by Maker hereunder or underthe Loan Documents, anything herein or in the Loan Documents to the contrarynotwithstanding; and payment thereof may be enforced and recovered in whole orin part at any time by one or more of the remedies provided to Payee in thisNote or in the Loan Documents.  In suchcase, Payee may also recover all costs of suit and other expenses in connectiontherewith, together with reasonable attorney’s fees for collection, togetherwith interest on any judgment obtained by Payee at a rate three percent (3%)per annum, in excess

 

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ofthe Interest Rate from and after the date of any Sheriff’s sale until actualpayment is made by the Sheriff to Payee of the full amount due Payee.

 

Theremedies of Payee as provided herein, or in the Loan Documents, and thewarrants contained herein or in the Mortgage shall be cumulative andconcurrent, and may be pursued singularly, successively, or together at thesole discretion of Payee, and may be exercised as often as occasion thereforshall occur; and the failure to exercise any such right or remedy shall in noevent be construed as a waiver or release thereof.

 

Tothe extent permitted under applicable law, Maker hereby waives and releases allerrors, defects and imperfections in any proceedings instituted by Payee underthe terms of this Note, or of the Loan Documents, as well as all benefit thatmight accrue to Maker by virtue of any present or future laws exempting theMortgaged Property, or any other property, real or personal, or any part of theproceeds arising from any sale of any such property from attachment, levy, orsale under execution, or providing for any stay of execution, exemption fromcivil process, 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.

 

Makerand all endorsers, sureties and guarantors hereby jointly and severally waivepresentment for payment, demand, notice of demand, notice of nonpayment ordishonor, protest and notice of protest of this Note, and all other notices inconnection with the delivery, acceptance, performance, default, or enforcementof the payment of this Note, unless specifically required herein or in the LoanDocuments, and they agree that the liability of each of them shall be unconditional,without regard to the liability of any other party, and shall not be affectedin any manner by any indulgence, extension of time, renewal, waiver ormodification granted or consented to by Payee. Maker and all endorsers, sureties, and guarantors consent to any and allextensions of time, renewals, waivers or modifications that may be granted byPayee with respect to the payment or other provisions of this Note, and to therelease of the collateral or any part thereof, with or without substitution andagree that additional makers, endorsers, guarantors, or sureties may becomeparties hereto without notice to them or affecting their liability hereunder.

 

Payeeshall not be deemed, by any act of omission or commission, to have waived anyof its rights or remedies hereunder unless such waiver is in writing and signedby Payee, and then only to the extent specifically set forth in thewriting.  A waiver on one event shall notbe construed as continuing or as a bar to or waiver of any right or remedy to asubsequent event.

 

Ifany term or provision of this Note or the application thereof to any person,property or circumstance shall to any extent be invalid or unenforceable as tothe remainder of this Note, then the application of such term or provision to persons,properties and circumstances other than those as to which it is invalid or

 

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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.

 

Notwithstandinganything to the contrary contained in this Note or in the Loan Documents, theeffective rate of interest on the obligation evidenced by this Note shall notexceed the lawful maximum rate of interest permitted to be paid.  Without limiting the generality of theforegoing, if the interest charged under this Note results in an effective rateof interest 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.

 

Partof the consideration for the loan evidenced by this Note is that the loan (i)is and shall be deemed made under, governed by and construed and enforced inaccordance with the internal law of the Commonwealth of Pennsylvania, except tothe extent that the procedural laws of the State of New York shall apply to anyaction commenced by Payee in pursuit of its remedies hereunder or otherwise, asapplicable, and (ii) is and shall be enforceable only in the State Courts ofsaid Commonwealth with an action commenced in the Court of Common Pleas ofAllegheny County, and/or in the Federal Courts of said Commonwealth with anaction commenced in the United States District Court for the Western Districtof Pennsylvania, except to the extent that any action commenced by Payee inpursuit of its remedies hereunder or otherwise, shall be enforceable in theState Courts and/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.

 

Wheneverused, the singular number shall include the plural, the plural the singular,the use of any gender shall be applicable to all genders, the words “Payee” and“Maker” shall be deemed to include the respective successors and assigns ofPayee and Maker.

 

Thecaptions preceding the text of the paragraphs or subparagraphs of this Note areinserted only for convenience of reference and shall not constitute a part ofthis Note, nor shall they in any way affect its meaning, construction oreffect.

 

**[SIGNATURES ON FOLLOWING PAGE]**

 

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INWITNESS WHEREOF, this Note has been duly signed and delivered by theundersigned at the place and as of 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 |
|             |   |                                                                       |   |
|             |   |                                                                       |   |
| /s/  [ILLEGIBLE] |   |                                                                       | By: |   | /s/ Valerie Medina |
|             |   |                                                                       | Name: |   | Valerie Medina |
|             |   |                                                                       | Title: |   | Asst. Secretary |
|                  |        |                                                                            |  |  |  |  |  |

 

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

 

Onthis 21st day of December, A.D., 2004, before me, a Notary Public in and forsaid State, the undersigned officer, personally appeared Valerie Medina, theAsst. Secretary of **INLAND WESTERN RETAIL REALESTATE TRUST,****INC.,** aMaryland corporation and the sole member of **INLANDWESTERN CORAM PLAZA, L.L.C.,**a Delaware limited liability company,personally known to me, or proved to me on the basis of satisfactory evidence,to be the person whose name is subscribed to the within instrument andacknowledged that he as such officer, being authorized to do so, executed theforegoing instrument as the Asst. Secretary of **INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.,** in its capacity as the sole member of **INLAND WESTERN CORAMPLAZA, L.L.C.,**for the purposes therein contained, and that by hissignature on the instrument, **INLAND WESTERN CORAM PLAZA, L.L.C.**executedthe instrument.

 

INWITNESS WHEREOF, I hereunto 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 |
|-------------------------|---------------------------------------------------------------------------------------------------------|

 

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