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Exhibit 10.28
ALLSTATE LIFE INSURANCE COMPANY and
ALLSTATE INSURANCE COMPANY
ALLSTATE PLAZA SOUTH, SUITE G5C
NORTHBROOK, ILLINOIS 60062
December 19, 2003
Inland Southeast Darien, L.L.C.
2901 Butterfield Road
Oakbrook, Illinois 60523
Re: Allstate Life Insurance Company and
Allstate Insurance Company
Loan No. 122393
Darien Towne Center
2189 75th Street
Darien, Illinois 60561 (the "Property")
Ladies and Gentlemen:
Reference is made to our Commitment Letter dated December 16, 2003, as
amended (the "Commitment") with respect to a $16,500,000 loan (the "Loan") to be
evidenced by two Mortgage Notes of even date herewith, one payable to Allstate
Life Insurance Company in the principal amount of $6,500,000 and the other
payable to Allstate Insurance Company in the principal amount of $10,000,000
(collectively, the "Note") and to be secured by a Mortgage, Assignment of
Leases, Rents and Contracts, Security Agreement and Fixture Filing of even date
herewith (the "Mortgage") encumbering the Property. Initially capitalized terms
used but not otherwise defined in this letter agreement (the "Letter Agreement")
have the same meanings given them in the Mortgage.
In consideration of your execution and delivery of the documents
evidencing, securing or otherwise pertaining to the Loan (the "Loan Documents"),
you (the "Borrower") and we (collectively, "Lender") hereby agree as follows:
1. RELATED AGREEMENT. This Letter Agreement shall constitute a Related
Agreement.
2. IMPOUNDS. With regard to the provisions contained in Section 1.06 of
the Mortgage requiring Borrower to deposit 1/12 of the annual amounts of real
estate taxes, regular and special assessments and insurance premiums, Lender
hereby agrees to defer collection of such monthly deposits for so long as (a)
Borrower is the sole fee simple owner of the Property; and (b) no Event of
Default exists under the Loan Documents and no condition or event exists which
with notice, the passage of time, or both, would constitute an Event of Default;
and (c) at Lender's election, Borrower either pays for a tax reporting service
or Borrower promptly and consistently furnishes evidence that taxes and
insurance are being currently paid.
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3. EARTHQUAKE INSURANCE. With regard to the provisions contained in
Section 1.02 of the Mortgage requiring Borrower obtain earthquake insurance
coverage on the Property, Lender hereby agrees to waive such requirement until
such time as such coverage is available at commercially reasonable rates and in
Lender's reasonable opinion such coverage is generally required by other
institutional lenders.
4. BORROWER'S RIGHT TO TRANSFER THE PROPERTY. Notwithstanding the
provisions contained in Section 1.08 and other applicable provisions of the
Mortgage, Borrower shall have a one time right, provided there is no default or
an event which, with notice or the passage of time, or both, could result in a
default by Borrower under the Loan Documents, to assign, sell or transfer all of
the Property (the "Permitted Transfer") to a party with experience, reasonably
satisfactory to Lender, in managing property similar to the Property and whose
financial condition is reasonably satisfactory to Lender ("Permitted
Transferee"). The Permitted Transfer shall be further conditioned upon:
(a) the payment by Borrower to Lender of a transfer fee equal to one
percent of the outstanding principal balance of the Note (a nonrefundable $5,000
deposit toward such transfer fee shall be due at the time Borrower initially
requests a Permitted Transfer, the balance of the transfer fee shall be due on
the closing of the transaction);
(b) the reimbursement of all of Lender's expenses, including legal fees,
incurred in connection with the Permitted Transfer;
(c) the Permitted Transferee and such general partners or principals of
Permitted Transferee as Lender may request, assuming, in form and substance
satisfactory to Lender, all obligations of Borrower under the Loan Documents,
including, without limitation, the Environmental Indemnity Agreement and the
Nonrecourse Exception Indemnity Agreement, with the same degree of recourse
liability as Borrower and subject to the same exculpatory provisions;
(d) Lender's receipt of a title policy complying with the requirements of
the Commitment, updated to the date of the Permitted Transfer, evidencing that
such Permitted Transfer will not adversely affect Lender's first and prior lien
on the Property or any other rights or interests granted to Lender under the
Loan Documents;
(e) Lender's receipt of opinions of counsel acceptable to Lender that all
previous opinions, pertaining to Borrower are true with respect to the Permitted
Transferee and the Permitted Transferee has duly assumed the Loan Documents, and
same are valid and enforceable against Permitted Transferee and the Property;
and that Borrower has the requisite power and authority to properly transfer the
Property;
(f) the Property having maintained a Debt Coverage Ratio of not less than
200 percent for the 12 month period ending 30 days before the date of the
Permitted Transfer and the Property having a projected Debt Coverage Ratio for
the next 12 months based on the most recently approved and certified financial
statements and annual rent roll of not less than 200 percent;
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(g) the Permitted Transferee paying to Borrower at least 40 percent cash
down payment on the date of the Permitted Transfer;
(h) Lender's receipt and approval of the purchase and sale contract and
copies of the proposed transfer documentation;
(i) Lender's receipt and approval of the Permitted Transferee's resume and
financial statements; and
(j) Lender's receipt and approval of an updated MAI appraisal by an
appraiser satisfactory to Lender (prepared at Borrower's expense) specifically
confirming a loan to value ratio of no more than 60 percent.
In addition, Borrower shall have the right, provided there is no default or
an event which, with notice or the passage of time, or both, could result in a
default by Borrower under the Loan Documents, to make a Permitted Transfer to
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation
("Member"), the sole member of Borrower, so long as (x) Borrower pays to Lender
a transfer fee equal to $5,000, (y) the Member assumes, in form and substance
satisfactory to Lender, all obligations of Borrower under the Loan Documents,
including, without limitation, the Environmental Indemnity Agreement, with the
same degree of recourse liability as Borrower and subject to the same
exculpatory provisions, and (z) the conditions and requirements set forth in
subparagraphs 4(b), (d) and (e) above are satisfied.
Net Operating Income shall be certified to be true and correct by the
managing general partner, manager or chief financial officer of Borrower.
5. RIGHT TO CHANGE OWNERSHIP INTERESTS IN BORROWER. Notwithstanding the
provisions contained in Section 1.08 and other applicable provisions of the
Mortgage, so long as Member maintains its status as a Real Estate Investment
Trust (a "REIT") any encumbrance, security interest or assignment or transfer of
ownership of all types and classes of the shares of Member shall not constitute
an improper encumbrance or transfer.
6. DAMAGE TO PROPERTY. With regard to the provisions contained in Section
1.04(A) of the Mortgage requiring Borrower to notify Lender of damage to the
Property, the cost threshold for notification shall be increased to One Hundred
Thousand Dollars ($100,000). With regard to the provisions contained in Section
1.04(B) and 1.04(C) of the Mortgage regarding the estimated cost of restoration,
the threshold amounts shall be increased to Two Hundred Fifty Thousand Dollars
($250,000).
7. INSURANCE. Lender hereby approves the insurance evidenced by the
certificates attached as EXHIBIT A hereto.
8. PROPERTY MANAGER. Lender hereby approves INLAND NORTHWEST MANAGEMENT
CORP. as manager of the Property, subject to its execution of the letter
attached as EXHIBIT B hereto.
9. RIGHTS PERSONAL TO BORROWER. This Letter Agreement shall be binding
upon Borrower and its successors and assigns, except that the rights granted to
Borrower in paragraphs
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2 -- 8 of this Letter Agreement shall be personal to Borrower and shall not
inure to the benefit of any subsequent owner of the Property. In the event
Lender transfers all or any part of the Loan or any interest in the Loan
Documents to any other person or entity, Lender agrees to notify such
transferee(s) of the existence of this Letter Agreement and the fact that it is
binding upon Lender's successors and assigns by delivering such tranferee(s) a
true, correct and complete copy of this Letter Agreement concurrently with such
transfer accompanied by a letter of transmittal from Lender advising such
tranferee(s) of the binding nature of the provisions of this Letter Agreement.
Lender will send a copy of its letter of transmittal and the enclosure to
Borrower, and Borrower's name will be shown on the face of the original letter
of transmittal as an addressee thereof.
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[Signature Page Follows]
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Very truly yours,
ALLSTATE LIFE INSURANCE COMPANY,
an Illinois insurance corporation
By:
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By:
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Its Authorized Signatories
ALLSTATE INSURANCE COMPANY,
an Illinois insurance corporation
By:
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By:
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Its Authorized Signatories
Accepted and agreed:
INLAND SOUTHEAST DARIEN, 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
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Its: Asst. Secretary
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Dated: December 19, 2003
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EXHIBIT A
INSURANCE CERTIFICATES
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EXHIBIT B
PROPERTY MANAGER LETTER
INLAND NORTHWEST MANAGEMENT CORP.
December 19, 2003
Allstate Life Insurance Company and
Allstate Insurance Company
c/o Allstate Investments, LLC
Allstate Plaza South, Suite G5C
3075 West Sanders Road
Northbrook, Illinois 60062
Attention: Commercial Mortgage Division
Re: Allstate Life Insurance Company and
Allstate Insurance Company
Loan No. 122393
Darien Towne Center
2189 75th Street, Darien, Illinois 60561 (the "Property")
Ladies and Gentlemen:
The undersigned ("Manager") is the current property manager of the Property
pursuant to that certain Management Agreement (the "Agreement") dated December
____, 2003, by and between INLAND SOUTHEAST DARIEN, L.L.C., a Delaware limited
liability company ("Owner") and Manager. In consideration of your making the
Loan to Owner (Manager being an affiliate of Owner), Manager acknowledges and
agrees to the following:
1. Allstate, in its sole discretion, may terminate the Agreement by
notice to Manager upon acquisition by Allstate of title to the
Property by foreclosure, deed in lieu of foreclosure, or other
transfer of the Property or upon Allstate otherwise obtaining
possession of the Property by any lawful means. Upon the appointment
of a receiver or court appointed officer, either Allstate or such
receiver or officer may terminate the Agreement in its sole discretion
by notice to Manager.
2. Manager waives any right to create a lien against the Property to
secure payment of unpaid management fees.
3. Upon the occurrence of, and during the continuation of, a default
under any of the documents evidencing the Loan which has not been
cured in Allstate's sole judgment, all management fees paid or payable
to Manager thereafter shall be subordinate to amounts owed to Allstate
under such Loan documents.
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4. Upon the occurrence of, and during the continuation of, a default
under any of the documents evidencing the Loan which has not been
cured in Allstate's sole judgment, all management fees and other sums
received by Manager thereafter in connection with management of the
Property shall be held in trust for the benefit of Allstate.
5. Until Allstate elects to terminate the Agreement as provided herein,
Manager will perform all of its obligations, covenants, conditions and
agreements under the Agreement for the benefit of Allstate and its
successors and assigns, so long as Allstate performs the duties and
obligations of Owner under the Agreement accruing after the date
Allstate exercises its rights under the Mortgage.
INLAND NORTHWEST MANAGEMENT CORP.
By:
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Its
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