Exhibit
10.430


 


PROMISSORY
NOTE


 


	
  $24,360,000.00

  	
  New York, New York

  December 20, 2004

  



 


FOR VALUE RECEIVED, INLAND WESTERN GURNEE,
L.L.C., a Delaware limited liability company having its principal place of
business at 2901 Butterfield Road, Oak Brook, Illinois 60523, a maker hereunder
(referred to herein as “Borrower”),
hereby unconditionally promises to pay to the order of BEAR STEARNS COMMERCIAL
MORTGAGE, INC., a New York corporation, as payee, having an address at 383
Madison Avenue, New York, New York 10179 (“Lender”),
or at such other place as the holder hereof may from time to time designate in
writing, the principal sum of TWENTY FOUR MILLION THREE HUNDRED SIXTY THOUSAND
AND NO/100 DOLLARS ($24,360,000.00), in lawful money of the United States of
America with interest thereon to be computed from the date of this Note at the
Interest Rate, and to be paid in accordance with the terms of this Note and
that certain Loan Agreement, dated as of the date hereof, between Borrower and
Lender (the “Loan Agreement”). All
capitalized terms not defined herein shall have the respective meanings set
forth in the Loan Agreement.


 


ARTICLE 1


 


PAYMENT
TERMS


 


Borrower agrees to pay interest on the unpaid
principal sum of this Note from time to time outstanding at the rates and at
the times specified in the Loan Agreement and the outstanding balance of the
principal sum of this Note and all accrued and unpaid interest thereon shall be
due and payable on the Maturity Date. This Note shall be the “Note” as defined
in the Loan Agreement.


 


ARTICLE 2


 


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 on or prior to the date when due or if not paid on the
Maturity Date or on the happening of any other Event of Default.


 


ARTICLE 3


 


LOAN
DOCUMENTS


 


This Note is secured by the Mortgage and the
other Loan Documents. All of the terms, covenants and conditions contained in
the Loan Agreement, the Mortgage 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. In the event of a conflict or inconsistency between the
terms of this Note and the Loan Agreement, the terms and provisions of the Loan
Agreement shall govern.


 





















 


ARTICLE 4


 


SAVINGS CLAUSE


 


Notwithstanding anything to the contrary, (a)
all agreements and communications between Borrower and Lender are hereby and
shall automatically be limited so that, after taking into account all amounts
deemed interest, the interest contracted for, charged or received by Lender
shall never exceed the maximum lawful rate or amount, (b) in calculating
whether any interest exceeds the lawful maximum, all such interest shall be
amortized, prorated, allocated and spread over the full amount and term of all
principal indebtedness of Borrower to Lender, and (c) if through any
contingency or event, Lender receives or is deemed to receive interest in
excess of the lawful maximum, any such excess shall be deemed to have been
applied (without prepayment penalty or premium) toward payment of the principal
of any and all then outstanding indebtedness of Borrower to Lender, or if there
is no such indebtedness, shall immediately be returned to Borrower.


 


ARTICLE 5




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 6


 


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. 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 partnership, the agreements herein contained shall remain in
force and 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
limited liability company, the agreements herein contained shall remain in
force and applicable, notwithstanding any changes in the members comprising the
company, and the


 


2





















 


term “Borrower”, as used
herein, shall include any alternate or successor company, but any predecessor
company shall not thereby be released from any liability.  If Borrower is a corporation, the agreements
contained herein shall remain in full force and 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 entity which may be set forth in the Loan Agreement, the Mortgage or any
other Loan Document.)


 


ARTICLE 7


 


TRANSFER


 


Upon the transfer of this Note, Borrower
hereby waiving notice of any such transfer except as provided in the Loan
Agreement, 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 from that
date forward forever be relieved and fully discharged from any liability or
responsibility in the matter; but Lender shall retain all rights hereby given to
it with respect to any liabilities and the collateral not so transferred.


 


ARTICLE 8


 


EXCULPATION


 


The provisions
of Section 9.4 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 9


 


GOVERNING
LAW


 


THIS NOTE SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO THE
LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND SHALL IN ALL RESPECTS BE
GOVERNED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN
WHICH THE PROPERTY IS LOCATED AND APPLICABLE FEDERAL LAWS.


 


ARTICLE 10


 


NOTICES


 


All notices or other written communications
hereunder shall be delivered in accordance with Section 10.6 of the Loan
Agreement.


 


3





















 


[NO FURTHER TEXT ON THIS PAGE]


 


4





















 


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


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  INLAND WESTERN GURNEE, L.L.C., a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland Western Retail Real Estate Trust,

  Inc., a Maryland corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Valerie Medina

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Valerie Medina

  
	
   

  	
   

  	
   

  	
  Title: Assistant Secretary

  



 


5





















 


ACKNOWLEDGMENT


 


STATE OF ILLINOIS


 


COUNTY OF DUPAGE


 


The foregoing instrument was acknowledged
before me this 17 day of December, 2004 by VALERIE MEDINA as Assistant Secretary
of INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, which
is the sole member and manager of INLAND WESTERN GURNEE, L.L.C., a Delaware
limited liability company, who executed the foregoing instrument, and
acknowledged the execution thereof to be his/her free act and deed as such
officer on behalf of said corporation in its capacity as sole member and
manager of said limited liability company for the use and purposes therein
mentioned, and the said instrument is the act and deed of said corporation and
limited liability company. She is personally known to me or who has produced                                as
identification.


 


My commission expires:    10/13/08


 


 


	
  [Notarial Seal]

  	
  /s/ Doris E Ahern

  	
   

  
	
   

  	
  Print Name: DORIS E. AHERN

  
	
   

  	
  Notary Public

  Serial Number:

  	
   

  	
   

  
					



 


	
  OFFICIAL SEAL

  	
   

  
	
  DORIS E AHERN

  	
   

  
	
  NOTARY PUBLIC - STATE OF ILLINOIS

  	
   

  
	
  MY COMMISSION EXPRESS 10/13/08

  	
   

  



 


6