**Exhibit 10.505**

 

**AMENDED AND RESTATEDPROJECT LOAN PROMISSORY NOTE**

 

| $761,773.00 |   | Oak  Brook, Illinois   |
|-------------|--------|------------------------|
|        |   | December 7,  2004 |

 

THISAMENDED AND RESTATED PROJECT LOAN PROMISSORY NOTE (hereinafter referred to asthis “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 Project Loan Promissory Note dated as of June 12, 2003, inthe original principal amount of $761,773.00 (hereinafter referred to as the“Original Note”), and the loan evidenced by the Original Note is hereinafterreferred 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:

 

**PROJECT LOAN PROMISSORY NOTE**

 

| $761,773.00 |   | 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,**withoffices at The Times Building, Second Floor, 336 Fourth Avenue, Pittsburgh,Pennsylvania 15222 (hereinafter referred to as “Payee”), the principal sum ofSeven Hundred Sixty One Thousand Seven Hundred Seventy Three and No/100 Dollars($761,773.00), or so much thereof as shall be advanced,

 

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lawfulmoney of the United States of America, together with interest from the datehereof, 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 theDate of Closing and through and including the Maturity Date, this Note shallbear interest on the Principal Balance at a rate per annum equal to the LIBORRate (as hereinafter defined) plus two and one-quarter percent (2.25%)(hereinafter referred to as the “Interest Rate”), fixed for periods of one (1)month or three (3) months (hereinafter referred to as the “LIBOR RatePeriods”), as selected by Maker. Interest at the Interest Rate shall accrue on the unpaid PrincipalBalance based on a year of 365 days and actual days elapsed per calendar month,and shall be calculated based on a year of 365 days.  The term “LIBOR Rate”, as used herein, shallmean the rate per annum identified in the money rates section of the WallStreet Journal (northeastern edition) to be the LIBOR rate, applicable to therespective LIBOR Rate Period which has been selected by Maker.  In the event that the Wall Street Journal isno longer published or ceases to publish the LIBOR Rate, then Payee shallselect 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 aLIBOR Rate Period which extends beyond the Maturity Date.  In the event that Maker fails to select aLIBOR Rate Period prior to the expiration of an existing LIBOR Rate Period,then the succeeding LIBOR Rate Period shall be deemed to be the same LIBOR RatePeriod as the expiring LIBOR Rate Period, unless such expiring LIBOR Rateperiod extends beyond the Maturity Date, in which case the succeeding LIBORRate period shall be the LIBOR Rate Period closest in duration to the expiringLIBOR Rate Period and which does not extend beyond the Maturity Date. Interestshall accrue on the Principal Balance, at the Interest Rate, from and includingthe day 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 principalpayment in the amount of One Thousand Nine Hundred Forty Nine and 48/100Dollars ($1,949.48), plus (ii) interest at the Interest Rate accrued onthe Principal Balance (hereinafter individually referred to as “MonthlyInstallment” and collectively referred to as the “Monthly Installments”), whichMonthly Installments shall be due, payable and paid

 

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onJanuary 1, 2005 and on the first day of each calendar month thereafter throughand 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 oneof three (3) promissory notes made or to be made by Maker in connection withloans in the aggregate 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 OtherFacility Notes.

 

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, on June 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.  Box40, East Liverpool, Ohio 43920, or at such other place as Payee, from time totime may designate to Maker in writing, delivered to Maker at the address setforth in the Mortgage for notices to Maker.

 

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 such prepayment is accompanied bypayment of all interest accrued on the outstanding Principal Balance of thisNote to the date of prepayment, and by payment of all other fees, costs andcharges required to be paid by Maker to and for the benefit of Payee.

 

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Paymentof this Note is secured by the Project Loan Mortgage (as that term is definedin the Loan Assignment), which Project Loan Mortgage encumbers the MortgagedProperty (as that term is defined in the Project Loan Assignment).  In addition to the Project 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 Project Loan Assignment (as that term is defined in the LoanAssignment).

 

Allof the agreements, conditions, covenants, provisions and stipulations containedin the Project Loan Mortgage, the Project Loan Assignment and the FinancingStatements (collectively referred to herein as the “Loan Documents”) which areto be kept and performed by Maker are hereby made a part of this Note to thesame extent and with the same force and effect as if they were fully set forthherein, and Maker covenants and agrees to keep and perform them, or cause themto 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, provisionsor stipulations contained in this Note, or in the Loan Documents and suchdefault is not cured within thirty (30) days after receipt of written noticethereof, 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 of the Interest Rate from and after the date of anySheriff’s sale until actual payment is made by the Sheriff to Payee of the fullamount due Payee.

 

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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 beunconditional, without regard to the liability of any other party, and shallnot be affected in any manner by any indulgence, extension of time, renewal,waiver or modification granted or consented to by Payee.  Maker and all endorsers, sureties, andguarantors consent to any and all extensions of time, renewals, waivers ormodifications that may be granted by Payee with respect to the payment or otherprovisions of this Note, and to the release of the collateral or any partthereof, with or without substitution and agree that additional makers,endorsers, guarantors, or sureties may become parties hereto without notice tothem 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 topersons, properties and circumstances other than those as to which it isinvalid or unenforceable, shall not be affected thereby, and each term andprovision of this Note shall be valid and enforceable to the fullest extentpermitted by law.

 

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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 in pursuitof its remedies hereunder or otherwise, shall be enforceable in the StateCourts 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/  Rose Marie [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 inand for said State, the undersigned officer, personally appeared Valerie Medina,the Asst. Secretary **of INLAND WESTERN RETAILREAL ESTATE TRUST, INC.,**a Maryland corporation and the sole memberof **INLAND WESTERN CORAM PLAZA, L.L.C****.,**a Delaware limited liability company, personally known tome, or proved to me on the basis of satisfactory evidence, to be the personwhose name is subscribed to the within instrument and acknowledged that he assuch officer, being authorized to do so, executed the foregoing instrument asthe Asst. Secretary of **INLAND WESTERN RETAILREAL ESTATE****TRUST, INC.,**in its capacity as the solemember of **INLAND WESTERN CORAM PLAZA, L.L.C.,**for the purposes therein contained, and that by his signature on theinstrument, **INLAND WESTERN CORAM PLAZA,L.L.C.**executed the 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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