Exhibit 10.506


 


AMENDED AND RESTATED

ACQUISITION LOAN PROMISSORY NOTE


 




	
  $9,447,037.00

  	
   

  	
  Oak
  Brook, Illinois

  
	
   

  	
   

  	
  December 7,
  2004

  






 


THIS
AMENDED AND RESTATED ACQUISITION 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 Amended and Restated Acquisition Loan Promissory Note dated as of
June 12, 2003, in the original principal amount of $9,447,037.00
(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:


 


ACQUISITION LOAN PROMISSORY NOTE 


 




	
  $9,447,037.00

  	
   

  	
  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 Nine Million Four Hundred Forty Seven
Thousand Thirty Seven and No/100 Dollars ($9,447,037.00), 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 Four Thousand One
Hundred Seventy Six and 30/100 Dollars ($24,176.30), 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


 


2





















 


and
paid on January 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 Acquisition Loan Mortgage (as that term is
defined in the Loan Assignment), which Acquisition Loan Mortgage encumbers the
Mortgaged Property (as that term is defined in the Acquisition 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 Acquisition Loan Assignment (as that term is defined in the
Loan Assignment).


 


All
of the agreements, conditions, covenants, provisions and stipulations contained
in the Acquisition Loan Mortgage, the Acquisition 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


 


4





















 


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


 


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


 


5





















 


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.


 


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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  [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