Exhibit
10.507


 


AMENDED
AND RESTATED


BUILDING
LOAN PROMISSORY NOTE


 




	
  $10,551,190.00

  	
   

  	
  Oak Brook, Illinois

  
	
   

  	
   

  	
  December 7, 2004

  






 


THIS AMENDED AND RESTATED
BUILDING LOAN PROMISSORY NOTE (hereinafter referred to as this “Note”) is made
by and between INLAND WESTERN CORAM PLAZA,
L.L.C., a Delaware limited liability company (hereinafter referred
to as “Maker”), and SKY BANK, with
offices at The Times Building, Second Floor, 336 Fourth Avenue, 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 Payee that certain Building Loan
Promissory Note dated as of June 12, 2003, in the original principal
amount of $10,551,190.00 (hereinafter referred to as the “Original Note”), and
the loan evidenced by the Original 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 “Loan
Assignment”), pursuant to which Original Maker assigned to Maker, and Maker
assumed, all of Original Maker’s rights, liabilities, duties and obligations
under 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 set
forth herein.


 


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


 


BUILDING
LOAN PROMISSORY NOTE


 




	
  $10,551,190.00

  	
   

  	
  Oak Brook, Illinois

  
	
   

  	
   

  	
  December 7, 2004

  






 


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


 





















 


advanced,
lawful money of 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. 
All capitalized terms used in this Section A and not defined herein
shall have the meanings set forth in Sections C and D of this Note.  From and including the Date of Closing and
through and including the Maturity Date, this Note shall bear interest on the
Principal Balance at a rate per annum equal to the LIBOR Rate (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 Rate Periods”), as
selected by Maker.  Interest at the
Interest Rate shall accrue on the unpaid Principal Balance 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, shall mean the rate per annum identified in the
money rates section of the Wall Street Journal (northeastern edition) to
be the LIBOR rate, applicable to the respective LIBOR Rate Period which has
been selected by Maker.  In the event
that the Wall Street Journal is no longer published or ceases to publish the
LIBOR Rate, then Payee shall select a comparable replacement daily financial
publication of national circulation to determine the LIBOR Rate.  Maker shall deliver to Payee, no later than
two (2) business days prior to the expiration of a LIBOR Rate Period, written
notice pursuant to which Maker shall select the one (1) month or three (3)
month LIBOR Rate Period to follow the existing LIBOR Rate Period.  Maker shall not be permitted to select a
LIBOR Rate Period which extends beyond the Maturity Date.  In the event that Maker fails to select a LIBOR
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 Rate Period
as the expiring LIBOR Rate Period, unless such expiring LIBOR Rate period
extends beyond the Maturity Date, in which case the succeeding LIBOR Rate
period shall be the LIBOR Rate Period closest in duration to the expiring LIBOR
Rate Period and which does not extend beyond the Maturity Date.  Interest shall accrue on the Principal
Balance,  at the
Interest Rate, from and including the day immediately following the last day of
the prior LIBOR Rate Period and through and including the last day of the
selected LIBOR Rate Period.


 


Notwithstanding any
provision contained in this Note to the contrary, the Interest Rate shall not,
at any time during the term of this Note, be less than four and three quarters
percent (4.75%).  In the event that sum
of the LIBOR Rate plus two and one quarter percent (2.25%) is less than four
and three quarters percent (4.75%), then for so long as such sum is less than
four and three quarters percent (4.75%), the Interest Rate shall be four 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 consisting of; (i) a fixed principal payment in the amount of Twenty
Seven Thousand One and 98/100 Dollars ($27,001.98), plus (ii) interest
at the Interest Rate accrued on the Principal Balance (hereinafter individually
referred to as “Monthly Installment” and collectively referred to as the
“Monthly Installments”), which Monthly Installments shall be due, payable and
paid on January


 


2





















 


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


 


2.             Application of Payments.  All payments of Monthly Installments and any
partial payment of any Monthly Installment shall be applied first to late fees
and charges and any other charges due hereunder, then to interest and then to
principal.  This Note is one of three (3)
promissory notes made or to be made by Maker in connection with loans 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 “Other
Facility Notes”.  All payments under this
Note shall be aggregated with payments under the Other Facility Notes and shall
be applied proportionately to the obligations under this Note and the Other Facility
Notes.


 


C.            MATURITY. 
The entire Principal Balance, together with all accrued and unpaid
interest thereon and any other unpaid sums, 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.  The term “Principal Balance”, as used herein,
shall mean the outstanding principal amount of this Note and all other sums
(excluding interest) required to be paid by Maker pursuant to the terms of this
Note and the Mortgage (as that term is hereinafter defined).


 


2.             Date of Closing.  The term “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 equal to one-twelfth (1/ 12th) of the annual real estate taxes and assessments (if any) on
the Mortgaged Property and an amount equal to one-twelfth (1/12th) of the
annual insurance premiums, as estimated by Payee, to be held by Payee in a
non-interest bearing account for payment of said taxes, assessments and
insurance premiums.


 


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


 


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


 


3





















 


Payment of this Note is
secured by the Building Loan Mortgage (as that term is defined in the Loan
Assignment), which Building Loan Mortgage encumbers the Mortgaged Property (as
that term is defined in the Building Loan Assignment).  In addition to the Building Loan Mortgage,
payment of this Note is secured by: (i) a first security interest in all
furniture, fixtures, machinery, appliances, equipment and other personal
property of Maker used in the operation of the Mortgaged Property and Maker’s
business conducted therein, as evidenced by the Financing Statements (as that
term is defined in the Loan Assignment) and (ii) a first assignment of all
leases and rents relating to or arising out of the Mortgaged Property, as
evidenced by the Building Loan Assignment (as that term is defined in the Loan
Assignment).


 


All of the agreements,
conditions, covenants, provisions and stipulations contained in the Building
Loan Mortgage, the Building Loan Assignment and the Financing 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 Note to the same extent
and with the same force and effect as if they were fully set forth herein, and
Maker covenants and agrees to keep and perform them, or cause them to be kept
and performed, strictly in accordance with their terms.


 


If any Monthly Installment
or any other payment due hereunder shall not be paid, in immediately available
and collectible funds, within ten (10) days of its due date, Maker shall pay to
Payee a late charge of five cents ($.05) for each dollar of such amount so
overdue.  It is further understood that
the following defaults shall constitute events of default hereunder and are
referred to herein as an “Event of Default” or “Events of Default”: (i) a
default in the payment, in immediately available and collectible funds, of any
Monthly Installment or any monetary sum due hereunder or 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 the performance of any of
the non-monetary agreements, conditions, covenants, provisions or stipulations
contained in this Note, or in the Loan Documents and such default is not cured
within thirty (30) days after receipt of written notice thereof, or (iii) the
occurrence of an Event of Default under the Other Facility Notes; provided,
however, that if such default is not susceptible of being cured within thirty
(30) days, such thirty (30) day period shall be extended for such additional
time as Payee shall reasonably deem necessary for such cure, provided that Maker
commences to cure such default during the original thirty (30) day period and
diligently prosecutes the curing thereof. 
Upon the occurrence of an Event of Default hereunder or under the
Mortgage, Payee, at its option and without notice to Maker, may declare
immediately due and payable the entire Principal Balance with interest accrued
thereon at the Interest Rate to the date of such Event of Default and
thereafter at a rate three percent (3%) per annum in excess of the Interest
Rate and all other sums due by Maker hereunder or under the Loan Documents,
anything herein or in the Loan Documents to the contrary notwithstanding; and
payment thereof may be enforced and recovered in whole or in part at any time
by one or more of the remedies provided to Payee in this Note or in the Loan
Documents.  In such case, Payee may also
recover all costs of suit and other expenses in connection therewith, together
with reasonable attorney’s fees for collection, together with 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 any Sheriffs sale until actual
payment is made by the Sheriff to Payee of the full amount due Payee.


 


4





















 


The remedies of Payee as
provided herein, or in the Loan Documents, and the warrants contained herein or
in the Mortgage shall be cumulative and concurrent, and may be pursued
singularly, successively, or together at the sole discretion of Payee, and may
be exercised as often as occasion therefor shall occur; and the failure to
exercise any such right or remedy shall in no event be construed as a waiver or
release thereof.


 


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


 


Maker and all endorsers,
sureties and guarantors hereby jointly and severally waive presentment for
payment, demand, notice of demand, notice of nonpayment or dishonor, protest
and notice of protest of this Note, and all other notices in connection with
the delivery, acceptance, performance, default, or enforcement of the payment
of this Note, unless specifically required herein or in the Loan Documents, 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 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, and guarantors consent to any and all extensions
of time, renewals, waivers or modifications that may be granted by Payee with
respect to the payment or other provisions of this Note, and to the release of
the collateral or any part thereof, with or without substitution and agree that
additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to them or affecting their liability hereunder.


 


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


 


If any 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 to the 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 unenforceable,
shall not be affected thereby, and each term and provision of this Note shall
be valid and enforceable to the fullest extent permitted by law.


 


5





















 


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


 


Part of 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 in accordance with the
internal law of the Commonwealth of Pennsylvania, except to the extent that the
procedural laws of the State of New York shall apply to any action commenced by
Payee in pursuit of its remedies hereunder or otherwise, as applicable, and
(ii) is and shall be enforceable only in the State Courts of said Commonwealth
with an action commenced in the Court of Common Pleas of Allegheny County,
and/or in the Federal Courts of said Commonwealth with an action commenced in
the United States District Court for the Western District of Pennsylvania,
except to the extent that any action commenced by Payee in pursuit of its
remedies hereunder or otherwise, shall be enforceable in the State Courts
and/or Federal Courts of the State of New York, at Payee’s sole
discretion.  Maker hereby waives any
claim that Pittsburgh, Pennsylvania is an inconvenient forum and any claim that
any action or proceeding arising out of or relating to this Note and commenced
in the aforesaid Courts lacks proper venue.


 


Whenever used, 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 of Payee and Maker.


 


The captions preceding
the text of the paragraphs or subparagraphs of this Note are inserted only for
convenience of reference and shall not constitute a part of this Note, nor
shall they in any way affect its meaning, construction or effect.


 


[SIGNATURES
ON FOLLOWING PAGE]


 


6





















 


IN WITNESS WHEREOF, this
Note has been duly signed and delivered by the undersigned 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Valerie Medina

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Valerie Medina

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Asst. Secretary

  
								



 


7





















 




	
  STATE OF ILLINOIS

  	
  )

  
	
   

  	
  )   SS:

  
	
  COUNTY OF DUPAGE

  	
  )

  






 


On this 21st
day of December, A.D., 2004, before me, a Notary Public in and for said State,
the undersigned officer, personally appeared Valerie Medina, the Asst.
Secretary of INLAND WESTERN RETAIL REAL
ESTATE TRUST, INC., a Maryland corporation and the sole member of INLAND WESTERN 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 and acknowledged that he as such officer, being
authorized to do so, executed the foregoing instrument as the Asst. Secretary
of INLAND WESTERN RETAIL REAL ESTATE TRUST,
INC., in its capacity as the sole member of INLAND WESTERN CORAM PLAZA, L.L.C., for the
purposes therein contained, and that by his signature on the instrument, INLAND WESTERN CORAM PLAZA, L.L.C. executed the instrument.


 


IN WITNESS 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