Exhibit 10.105
FIRST AMENDMENT TO TERM LOAN AGREEMENT
This First Amendment to Term Loan Agreement (this "Amendment") is made as
of this 13th day of January, 2006 by and among Xxxxxxxxxx Mall Associates
Limited Partnership, a Delaware limited partnership (the "Owner") and Glimcher
Properties Limited Partnership, a limited partnership organized under the laws
of the State of Delaware ("GPLP" and collectively with Owner, the "Borrower"),
KeyBank National Association, a national banking association, and the several
banks, financial institutions and other entities from time to time parties to
this Agreement (collectively, the "Lender") and KeyBank National Association,
not individually, but as "Administrative Agent."
RECITALS
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A. Borrower and Administrative Agent are parties to a Term Loan Agreement
dated as of July 31, 2005, (the "Credit Agreement"). All capitalized terms used
in this Amendment and not otherwise defined herein shall have the meanings
described as such terms in the Credit Agreement.
B. Pursuant to the terms of the Credit Agreement, the Lender made available
a term loan to the Borrower of $40,000,000, which pursuant to its terms has been
reduced to $25,000,000.
C. Administrative Agent is making available a $30,000,000 term loan, dated
as of even date herewith, to GPLP and GM Olathe, LLC, as borrowers thereunder,
with respect to an asset located in Olathe, Kansas ("Olathe Term Loan").
D. Borrower has requested a reduction in the LIBOR Applicable Margin in
connection with the Olathe Term Loan.
NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
AMENDMENTS
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1. The foregoing recitals to this Amendment are incorporated into and made
part of this Amendment.
2. Article I of the Credit Agreement is hereby amended by revising the
following definition as follows:
"LIBOR Applicable Margin" means one and sixty-five one hundredths of one
percent (1.65%) per annum.
3. Borrower hereby represents and warrants that:
(a) no Default or Unmatured Default will exist under the Loan
Documents as of the effective date of this Amendment;
(b) the Loan Documents are in full force and effect and Borrower has
no defenses or offsets to, or claims or counterclaims relating
to, its obligations under the Loan Documents;
(c) there has been no material adverse change in the financial
condition of Borrower as shown in its September 30, 2005
financial statements;
(d) Borrower has full power and authority to execute this Amendment
and no consents are required for such execution other than any
consents which have already been obtained; and
(e) all representations and warranties contained in Article 5 of the
Credit Agreement are true and correct as of the date hereof and
all references therein to "the date of this Agreement" shall
refer to "the date of this Amendment."
4. Except as specifically modified hereby, the Credit Agreement is and
remains unmodified and in full force and effect and is hereby ratified and
confirmed. All references in the Loan Documents to the "Credit Agreement"
henceforth shall be deemed to refer to the Credit Agreement as amended by this
Amendment.
5. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Amendment by signing any such counterpart. This
Amendment shall be construed in accordance with the internal laws (and not the
law of conflicts) of the State of Ohio, but giving effect to federal laws
applicable to national banks.
6. This Amendment shall become effective when it is executed by Borrower
and Administrative Agent.
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IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent
have executed this Amendment as of the date first above written.
BORROWER
XXXXXXXXXX MALL ASSOCIATES
LIMITED PARTNERSHIP, a Delaware limited
partnership
By: Glimcher Xxxxxxxxxx, Inc., a Delaware
corporation, its sole general partner
By:
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Print Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
000 Xxxx Xxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxxx X. Xxxxxxx
GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: Glimcher Properties Corporation, a
Delaware corporation, its sole general
partner
By:
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Print Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
000 Xxxx Xxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxxx X. Xxxxxxx
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KEYBANK NATIONAL ASSOCIATION, a
national banking association,
Individually and as Administrative Agent
By:
-----------------------------------------
Print Name:
---------------------------------
Title:
--------------------------------------
KeyBank National Association
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Real Estate Capital
Phone: 000-000-0000
Facsimile: 000-000-0000
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