Exhibit 10.91
AMENDED AND RESTATED NOTE
-------------------------
January 13, 2006
Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware ("GPLP") and GM Olathe, LLC, a limited
liability company organized under the laws of the State of Delaware ("Owner",
and collectively with GPLP, the "Borrower"), hereby jointly and severally
promise to pay to the order of KeyBank National Association (the "Lender") the
aggregate unpaid principal amount of all Loans made by the Lender to the
Borrower pursuant to Article II of the Term Loan Agreement (as the same may be
amended or modified, the "Agreement") hereinafter referred to, in immediately
available funds at the main office of KeyBank National Association in Cleveland,
Ohio, as Administrative Agent, together with interest on the unpaid principal
amount hereof at the rates and on the dates set forth in the Agreement. The
Borrower shall pay remaining unpaid principal of and accrued and unpaid interest
on the Loans in full on the Facility Termination Date or such earlier date as
may be required under the Agreement.
This Note amends and restates in its entirety that certain Amended and
Restated Promissory Note dated as of June 9, 2004 made by Owner for the benefit
of Xxxxxx Xxxxxxx Mortgage Capital, Inc. in the principal amount of $30,000,000
which has been assigned to Lender.
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.
This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Term Loan Agreement, dated as of January13 2006 among the
Borrower, KeyBank National Association individually and as Administrative Agent,
and the other Lenders named therein, to which Agreement, as it may be amended
from time to time, reference is hereby made for a statement of the terms and
conditions governing this Note, including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated. Capitalized terms
used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.
If there is a Default under the Agreement or any other Loan Document and
Administrative Agent exercises the remedies provided under the Agreement and/or
any of the Loan Documents for the Lenders, then in addition to all amounts
recoverable by the Administrative Agent and the Lenders under such documents,
the Administrative Agent and the Lenders shall be entitled to receive reasonable
attorneys fees and expenses incurred by the Administrative Agent and the Lenders
in connection with the exercise of such remedies.
Borrower and all endorsers severally waive presentment, protest and demand,
notice of protest, demand and of dishonor and nonpayment of this Note, and any
and all lack of diligence or delays in collection or enforcement of this Note,
and expressly agree that this Note, or any payment hereunder, may be extended
from time to time, and expressly consent to the release of any party liable for
the obligation secured by this Note, the release of any of the security for this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.
This Note shall be governed and construed under the internal laws of the
State of Ohio.
BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT
UNDER THIS NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM
THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND AGREE THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.
GM OLATHE, LLC,
a Delaware limited liability company
By: GM MEZZ, LLC,
a Delaware limited liability company,
its sole member
By: GREAT PLAINS METROMALL, LLC,
a Delaware limited liability company,
its sole member
By: GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited liability
company, its sole member
By: GLIMCHER PROPERTIES
CORPORATION, a Delaware
corporation, its sole general partner
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
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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GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: Glimcher Properties Corporation, a Delaware
corporation, its sole general partner
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Print Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
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SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
AND GM OLATHE, LLC
DATED JANUARY __, 2006
Maturity
Principal Maturity Principal
Amount of of Interest Amount Unpaid
Date Loan Period Paid Balance
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