Exhibit
10.465


 


LOAN TERMS TABLE


 


	
  Note Date: December 16,
  2004

  	
  MERS No.:
  8000101-0000000571-9

  
	
  Borrower: INLAND WESTERN GREENSBORO AIRPORT CENTER, L.L.C., a
  Delaware limited liability company

  
	
  Original Principal Amount:
  $33,040,000.00

  	
  Loan No.: 58627

  
	
  Initial Note Rate: 4.2675%

  	
  Servicing No.: 3190741

  
	
  Revised Note Rate: As defined in Article 2

  	
  Borrower’s TIN: 20-1908086

  
	
  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 its principal 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 Principal Amount, in lawful money of the United States of America with
interest thereon to 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 Terms Table set forth above is a part
of this Note and all terms used in this Note which are defined in the Loan Terms
Table shall have the meaning set forth therein.  All capitalized terms not defined herein shall
have the respective meanings set forth in that certain Loan Agreement dated the
date hereof between Lender and Borrower (the “Loan
Agreement”).


 


Article 1 – PAYMENT TERMS; MANNER OF PAYMENT


 


(a)           Borrower hereby agrees to pay sums due under this Note as follows: an
initial payment is due on the Closing Date for interest from the Closing Date
through and including the last day of the calendar month in which the Closing
Date occurs; and thereafter, except as may be adjusted in accordance with the
last sentence of Section 1(b), consecutive monthly installments of
interest only in an amount calculated in accordance with Article 2 below
(such amount, the “Monthly Payment Amount”) shall be payable pursuant to the
terms hereof on the first (1st) day of each month beginning on February 1,
2005 (each such date through and including the Maturity Date, a “Scheduled Payment Date”) until the entire indebtedness
evidenced hereby is fully paid, except that any remaining indebtedness, if not
sooner paid, shall be due and payable on the Maturity Date.  In addition to the foregoing, commencing on
the Optional Prepayment Date and continuing on each Scheduled Payment Date
thereafter, Borrower hereby agrees to pay all Excess Cash (as defined in the
Loan Agreement) until the principal amount of this Note is paid in full,
provided, however, the entire Debt, including all Accrued Interest (defined
below), shall be due on the Maturity Date.


 


(b)           Each payment by Borrower hereunder shall be made to P.O.  Box 65585, Charlotte, NC 28265-0585, or at
such other place as Lender may designate from time to time in


 





















 


writing.
 Whenever any payment hereunder shall be
stated to be due on a day which is not a Business Day, such payment shall be
made on the first Business Day preceding such scheduled due date.  All payments made by Borrower hereunder or
under the other Loan Documents shall 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 applied
first to the payment of interest computed at the Initial Note Rate, and the
balance 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 applied
first 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 and involuntary prepayments on
this Note shall be applied, to the extent thereof, to accrued but unpaid
interest on the amount prepaid, to the remaining Principal Amount, and any
other sums due and unpaid to the Lender in connection with the Loan, in such
manner and order as Lender may elect in its sole and absolute discretion, including,
but not limited to, application to principal installments in inverse order of
maturity.  Following the occurrence of an
Event of Default, any payment made on this Note shall be applied to accrued but
unpaid interest, late charges, accrued fees, the unpaid principal amount of this
Note, 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 absolute
discretion.


 


(d)           Remittances in payment of any part of the
indebtedness 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 holder
hereof in immediately available U.S. funds and shall be made and accepted
subject to the condition that any check or draft may be handled for collection
in accordance with the practices of the collecting bank or banks.


 


Article 2 - INTEREST


 


The Loan shall bear interest at a fixed rate per annum equal to the
Note Rate.  The “Note Rate” shall mean (a) from the date
of this Note through but excluding the Optional Prepayment Date, the Initial
Note Rate, and (b) from and after the Optional Prepayment Date through and
including the date this Note is paid in full, the Revised Note Rate.  The “Revised
Note Rate” shall mean a rate per annum equal to the sum of (x) two
percent (2.00%) and (y) the greater of (i) the Initial Note Rate and (ii) the
sum of the Treasury Rate plus five percent (5.00%).  The “Treasury
Rate” shall mean the yield per annum calculated by the linear
interpolation of yields, as reported in the Federal Reserve Statistical Release
H.15 – Selected Interest Rates under the heading “US government securities” and
the subheading “Treasury constant maturities” 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 longer published,
Lender in its reasonable discretion shall select a comparable publication to
determine the Treasury Rate.  From and
after the Optional Prepayment Date, interest in excess of the Initial Note Rate
shall accrue and be added to the Debt and shall earn interest at the Revised
Note Rate to the extent permitted by applicable law (“Accrued Interest”).  Interest shall be computed on the basis
of a three hundred sixty (360) day year consisting of twelve (12) months of
thirty (30) days each.  Except as
otherwise set forth herein or in the other Loan Documents, interest shall be
paid in arrears.


 


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Article 3 - DEFAULT AND ACCELERATION


 


The Debt shall without notice become immediately due and payable at the
option of Lender 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 the happening of any other Event of Default.


 


Article 4 - PAYMENTS AFTER
DEFAULT


 


Upon the occurrence and during the continuance of an Event of Default,
interest on the outstanding principal balance of the Loan and, to the extent
permitted by law, overdue interest and other amounts due in respect of the Loan
shall accrue at a rate per annum equal to the lesser of (a) the maximum rate
permitted by applicable law, or (b) four percent (4%) above the Note Rate (such
rate, the “Default Rate”).  Interest at the Default Rate shall be computed
from the occurrence of the Event of Default until the earlier of (i) the actual
receipt and 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 accrue
interest at the same rate as the Loan and shall be secured by the Security
Instrument.  This Article shall not
be construed as an agreement or privilege to extend the date of the payment of
the Debt, nor as a waiver of any other right or remedy accruing to Lender by
reason of the occurrence of any Event of Default; the acceptance of any payment
from Borrower shall not be deemed to cure or constitute a waiver of any Event
of Default; and Lender retains its rights under this Note, the Loan Agreement
and the other Loan Documents to accelerate and to continue to demand payment of
the Debt upon the happening of and during the continuance any Event of Default,
despite any payment by Borrower to Lender.


 


Article 5 - PREPAYMENT


 


Except as 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 due and owing under this Note can be made by Borrower or any
other Person without the express written consent of Lender.


 


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


 


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


 


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


 


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


 


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


 


(b)          Involuntary Prepayment.  In
the event of any involuntary prepayment of 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 or otherwise, and whether the Security Instrument is satisfied
or released by foreclosure (whether by power of sale or judicial proceeding),
deed in lieu of foreclosure or by any other means, including, without
limitation, repayment of the Loan by Borrower or any other Person pursuant to
any statutory or common law right of redemption, Borrower shall pay any portion
of the principal balance of the Loan prepaid (together with all interest
accrued and unpaid thereon and, in the event the prepayment is made on a date
other than a Scheduled Payment Date, a sum equal to the amount of interest
which would have accrued under this Note on the amount of such prepayment if
such prepayment had occurred on the next Scheduled Payment Date).


 


As used herein, “Yield Maintenance” means a prepayment 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 as of the Prepayment
Calculation Date of a series of monthly payments over the remaining term of the
Loan through and including the Optional Prepayment Date each equal to the
amount of interest which would be due on the portion of the Loan being prepaid
assuming a per annum interest rate equal to the excess of the Note Rate over
the Reinvestment Yield, and discounted at the Reinvestment Yield.  As used herein, “Reinvestment Yield” means the
yield calculated by the linear interpolation of the yields, as reported in the
Federal Reserve Statistical Release H.15-Selected Interest Rates under the
heading “U.S. government securities” and the sub-heading “Treasury constant
maturities” for the week ending prior to the Prepayment Calculation Date, of
the U.S.  Treasury constant maturities
with maturity dates (one longer and one equal to or shorter) most nearly
approximating the Optional Prepayment Date, and converted to a monthly
compounded nominal yield.  In the event
Release H.15 is no longer published, Lender shall select a comparable
publication to determine the Reinvestment Yield.  The “Prepayment Calculation Date” shall mean,
as applicable, the date on which (i) Lender applies any prepayment to the
reduction of the outstanding principal amount of this Note, (ii) Lender
accelerates 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 a
prepayment resulting from such an application (other than in connection with
acceleration of the Loan).


 


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


 


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


 


(d)          Open Prepayment Period. 
Borrower may voluntarily prepay (without premium) 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) in whole or in part from
the Optional Prepayment Date through and including the date 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.  Lender shall accept a prepayment pursuant to
this Section 5(d) on a day other than a Scheduled Payment Date provided
that, in addition to payment of the full outstanding principal balance of this
Note, Borrower pays to Lender a sum equal to the amount of interest which would
have accrued or this Note if such prepayment occurred on the next Scheduled
Payment Date.


 


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


 


Article 6 - SECURITY


 


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


 


Article 7 - USURY SAVINGS


 


This Note is subject to the express condition that at no time shall
Borrower be obligated or required to pay interest on the principal balance of
the Loan at a rate which could subject Lender to either civil or criminal
liability as a result of being in excess of the maximum nonusurious interest
rate, if any, that at any time or from time to time may be contracted for,
taken, reserved, charged or received on the indebtedness evidenced by this Note
and as provided for herein or in the other Loan Documents, under the laws of
such state or states whose laws are held by any court of competent jurisdiction
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 Loan Documents, Borrower is at any time required or obligated to pay
interest on the principal 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 immediately reduced to the Maximum Legal Rate and all
previous payments in excess of the Maximum Legal Rate shall be deemed to have
been payments in reduction of principal and not on account of the interest due
hereunder.  All sums paid or agreed to be
paid to Lender for the use, forbearance, or detention of the sums due under the
Loan, shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full stated term of the Loan until payment
in full so that the rate or amount of interest on account of the Loan does not
exceed the Maximum Legal Rate of interest from time to time in effect and
applicable to the Loan for so long as the Loan is outstanding.


 


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Article 8 - LATE PAYMENT CHARGE


 


If any principal or interest payment is not paid by Borrower before the
tenth (10th) day after the date the same is due (or such greater period, if
any, required by applicable law), Borrower shall pay to Lender upon demand an
amount equal to the lesser of four percent (4%) of such unpaid sum or the
maximum amount permitted by applicable law in order to defray the expense
incurred by Lender in handling and processing such delinquent payment and to
compensate Lender for the loss of the use of such delinquent payment, provided
however, Borrower shall not be required to pay Lender a late charge in
connection with the final payment under the loan.  Any such amount shall be secured by the
Security Instrument and the other Loan Documents to the extent 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 or failure to act on the part of Borrower or
Lender, but only by an agreement in writing signed by the party against whom
enforcement of any modification, amendment, waiver, extension, change,
discharge or termination is sought.


 


Article 10 - WAIVERS


 


BORROWER AND ALL OTHERS WHO MAY BECOME LIABLE FOR THE
PAYMENT OF ALL OR ANY PART OF THE DEBT DO HEREBY SEVERALLY WAIVE PRESENTMENT
AND DEMAND FOR PAYMENT,
NOTICE
OF DISHONOR, NOTICE OF INTENTION TO ACCELERATE, NOTICE OF ACCELERATION, PROTEST
AND NOTICE OF PROTEST AND NON-PAYMENT
AND ALL
OTHER NOTICES OF ANY KIND EXCEPT AS PROVIDED IN THE LOAN AGREEMENT.  NO RELEASE OF
ANY SECURITY FOR THE DEBT OR EXTENSION 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 AGREEMENT
OR THE OTHER LOAN DOCUMENTS MADE BY AGREEMENT BETWEEN LENDER OR ANY OTHER
PERSON SHALL RELEASE, MODIFY, AMEND, WAIVE, EXTEND, CHANGE, DISCHARGE, TERMINATE OR AFFECT THE LIABILITY OF BORROWER,
AND ANY OTHER PERSON WHO MAY BECOME LIABLE FOR THE PAYMENT OF ALL OR ANY PART
OF THE DEBT, UNDER THIS NOTE, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS.  NO NOTICE TO OR DEMAND ON BORROWER SHALL BE
DEEMED TO BE A WAIVER OF THE OBLIGATION OF BORROWER OR OF THE RIGHT OF LENDER
TO TAKE FURTHER ACTION WITHOUT FURTHER NOTICE OR DEMAND AS PROVIDED FOR IN THIS
NOTE, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS.  IF BORROWER IS A LIMITED LIABILITY COMPANY,
THE AGREEMENTS HEREIN CONTAINED SHALL REMAIN IN FORCE AND BE APPLICABLE,
NOTWITHSTANDING ANY CHANGES IN THE INDIVIDUALS COMPRISING THE LIMITED LIABILITY
COMPANY, AND THE TERM “BORROWER,” AS USED HEREIN, SHALL INCLUDE ANY ALTERNATE
OR SUCCESSOR LIMITED LIABILITY COMPANY, BUT ANY PREDECESSOR LIMITED LIABILITY
COMPANY AND ITS MEMBERS SHALL NOT THEREBY BE RELEASED FROM ANY LIABILITY.  IF BORROWER IS A PARTNERSHIP, THE AGREEMENTS
HEREIN CONTAINED SHALL REMAIN IN FORCE AND BE


 


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APPLICABLE, NOTWITHSTANDING ANY CHANGES IN THE INDIVIDUALS
COMPRISING THE PARTNERSHIP, AND THE TERM “BORROWER,” AS USED HEREIN, SHALL
INCLUDE ANY ALTERNATE OR SUCCESSOR PARTNERSHIP, BUT ANY PREDECESSOR PARTNERSHIP
AND THEIR PARTNERS SHALL NOT THEREBY BE RELEASED FROM ANY LIABILITY.  IF BORROWER IS A CORPORATION, THE AGREEMENTS
CONTAINED HEREIN SHALL REMAIN IN FULL FORCE AND BE APPLICABLE NOTWITHSTANDING
ANY CHANGES IN THE SHAREHOLDERS COMPRISING, OR THE OFFICERS AND DIRECTORS
RELATING TO, THE CORPORATION, AND THE TERM “BORROWER” AS USED HEREIN, SHALL
INCLUDE ANY ALTERNATIVE OR SUCCESSOR CORPORATION, BUT ANY PREDECESSOR
CORPORATION SHALL NOT BE RELIEVED OF LIABILITY HEREUNDER. (NOTHING IN THE
FOREGOING SENTENCE
SHALL BE
CONSTRUED AS
A CONSENT TO, OR A
WAIVER
OF, ANY PROHIBITION OR RESTRICTION ON TRANSFERS OF INTERESTS IN SUCH BORROWING
ENTITY WHICH MAY BE SET FORTH IN THE LOAN AGREEMENT, THE MORTGAGE OR ANY OTHER
LOAN DOCUMENTS.) IF BORROWER CONSISTS OF MORE THAN ONE PERSON OR PARTY, THE
OBLIGATIONS AND LIABILITIES OF EACH PERSON OR PARTY SHALL BE JOINT AND SEVERAL.


 


Article 11 - TRIAL BY JURY


 


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


 


Article 12 - TRANSFER


 


Upon the transfer of this Note, Borrower hereby waiving notice of any
such transfer.  Lender may deliver all
the collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become
vested with all the rights herein or under applicable law given to Lender with
respect thereto, and Lender shall thereafter forever be relieved and fully
discharged from any liability or responsibility in the matter arising from
events thereafter occurring; but Lender shall retain all rights hereby given to
it with respect to any liabilities and the collateral not so transferred.


 


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Article 13 - EXCULPATION


 


The provisions of Article 15 of the Loan Agreement are hereby
incorporated by reference into this Note to the same extent 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 in which the Property is
located and any applicable federal laws of the United States of America.


 


Article 15 - NOTICES


 


All notices or other written communications hereunder shall be
delivered in accordance with Article 16 of the Loan Agreement.


 


Article 16 - TAXPAYER IDENTIFICATION NUMBER


 


This Note provides for the Borrower’s federal taxpayer identification
number to be inserted in the Loan Terms Table on the first page of this Note.  If such number is not available at the time of
execution of this Note or is not inserted by the Borrower, the Borrower hereby
authorizes and directs the Lender to fill in such number on the first page of
this Note when the Borrower provides to Lender, advises the Lender of, or the
Lender otherwise obtains, such number.


 


Article 17 - ATTORNEYS’ FEES


 


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


 


[NO FURTHER TEXT ON THIS PAGE]


 


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


 


 


	
   

  	
  INLAND WESTERN GREENSBORO
  AIRPORT CENTER, L.L.C., a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Inland Western Retail Real
  Estate Trust,

  Inc., a Maryland corporation, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Roberta s. Matlin

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Roberta s. Matlin

  	 

	
   

  	
   

  	
  Its:

  	
   

  	
  Vice President