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MORTGAGE MODIFICATION AGREEMENT
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
HAVING AN OFFICE AT
00 XXXXX XXXXX XXXXXX
XXXXXXXX, XXXX 00000
(the "MORTGAGOR")
and
XXXXXX BROTHERS HOLDINGS INC., D/B/A XXXXXX CAPITAL,
A DIVISION OF XXXXXX BROTHERS HOLDINGS INC.,
HAVING XX XXXXXX XX
XXXXX XXXXX XXXXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
(the "MORTGAGEE")
LOCATION OF PREMISES:
Village Plaza, Manhattan, Kansas
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RECORD AND RETURN TO:
Cadwalader, Xxxxxxxxxx & Xxxx
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx, Esq.
This instrument was prepared by the above named attorney
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MORTGAGE MODIFICATION AGREEMENT
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AGREEMENT made as of this 28th day of April, 1999, between
GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, having
its principal place of business at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000
and ("MORTGAGOR") and XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation,
d/b/a XXXXXX CAPITAL, A DIVISION OF XXXXXX BROTHERS HOLDINGS INC., as lender,
having an address at Three World Financial Center, New York, New York 10285
("MORTGAGEE").
W I T N E S E T H :
-----------------
WHEREAS, the Mortgagee is now the lawful owner and holder of
that certain mortgage described on Schedule B attached hereto (the "MORTGAGE")
encumbering the premises described in Schedule A attached hereto together with
the improvements now or hereafter located thereon and all other property
intended to be encumbered thereby (collectively, the "MORTGAGED PROPERTY")
granted by the Mortgagor to the Mortgagee and the Promissory Note dated
September 15, 1998 made by Mortgagee and Glimcher Properties Corporation ("GPC")
to Bankers Trust Company and assigned to Mortgagee, as modified by that certain
Note Modification Agreement dated as of March 15, 1999 and amended and restated
by that certain Amended and Restated Promissory Note dated as of March 15, 1999
(the "NOTE") made by Mortgagor and GPC to Mortgagee; and
WHEREAS, the Mortgagee, as the holder of the Mortgage, and the
Mortgagor, as the owner of the Mortgaged Property, have agreed to increase the
amount of and otherwise
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modify the Note in accordance with a Note Consolidation and Modification
Agreement dated the date hereof between Mortgagor, GPC and Glimcher Development
Corporation ("GDC", and with Mortgagor and GPC, collectively "BORROWER") and the
Mortgagee (the "NOTE MODIFICATION AGREEMENT") and to modify the terms of the
Mortgage, in the manner hereinafter set forth.
NOW THEREFORE, in consideration of the premises and the mutual
promises and agreements herein contained, the parties hereto covenant and agree
as follows:
1. The Mortgagor hereby acknowledges that the Note has been
amended and restated in accordance with the Note Modification Agreement and
agrees that the Mortgage secures the Note as so modified and hereby agrees to
pay the indebtedness evidenced by the Note and interest thereon at the rate of
interest and on the terms provided for in the Amended and Restated Note dated
the date hereof made by Borrower to Mortgagee (the "AMENDED AND RESTATED NOTE")
pursuant to the Note Modification Agreement. All references in the Mortgage to
the Note shall be deemed to refer to the Amended and Restated Note.
2. The second sentence of the Paragraph entitled "Background"
on page 1 of the Mortgage is amended to read as follows:
Mortgagor and Glimcher Properties Corporation ("GPC") are the
maker of a note dated as of September 15, 1998 made payable to Bankers
Trust Company, as modified by that certain Note Modification Agreement
dated as of March 15, 1999 between Mortgagor and GPC and Mortgagee, and
amended and restated by that certain Amended and Restated Promissory
Note dated as of March 15, 1999 made by Mortgagor and GPC to Mortgagee,
and consolidated and further modified by that certain Note
Consolidation and Modification Agreement dated as of the date hereof
between Mortgagor GPC and Glimcher Development Corporation ("GDC") and
Mortgagee, and amended and restated
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by that certain Amended and Restated Promissory Note dated as of the
date hereof made by Mortgagor, GPC and GDC to Mortgagee in the amount
of $21,500,000.00 (as the same may be further amended, supplemented,
modified, extended, restated or replaced from time to time, the
"Note").
3. Section 42 of the Mortgage is deleted in its entirety and
replaced by the following:
42. MAXIMUM AMOUNT SECURED. With respect to this Mortgage on
properties located in Kansas, the maximum amount secured hereby is
$1,750,000. Property located in Kansas may be released from this
Mortgage upon payment of the amount provided in that certain Amended
and Restated Note dated as of April 28, 1999 made by Mortgagor and
Glimcher Development Corporation to Xxxxxx Brothers Holdings Inc.,
d/b/a Xxxxxx Capital, a Division of Xxxxxx Brothers Holdings Inc.
4. All references to the Mortgage in the Amended and Restated
Note and any of the other Loan Documents (as defined in the Amended and Restated
Note) shall be deemed to refer to the Mortgage as modified by this Agreement.
5. The Mortgagor covenants and agrees that there is presently
outstanding on the Amended and Restated Note the principal sum of $21,500,000.00
with interest thereon from April 28, 1999, that there exist no defenses,
counterclaims or offsets to its obligations for the payment of the indebtedness
evidenced by the Amended and Restated Note, and that, except as modified herein,
the Mortgage remains unmodified and in full force and effect.
6. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which,
when taken together, shall constitute one and the same instrument and shall
become effective when copies hereof, when taken together, bear the signatures of
each of the parties hereto and it shall not be necessary in
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making proof of this instrument to produce or account for more than one of such
fully executed counterparts.
[The balance of this page has been intentionally left blank]
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IN WITNESS WHEREOF, this instrument has been executed by each of the
parties hereto as of the date first above written.
GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: Glimcher Properties Corporation, a Delaware
corporation, its sole general partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
CFO/COO
XXXXXX BROTHERS HOLDINGS INC., doing business as
Xxxxxx Capital, a division of Xxxxxx Brothers
Holdings Inc.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: XXXXXX X. XXXXXXX
Title: Authorized Signatory
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STATE OF OHIO )
: ss.:
COUNTY OF FRANKLIN )
On the 15th day of March, 1999, before me, the undersigned, a
Notary Public in and for said state, personally appeared XXXXXXX X. XXXXXXX
personally known to me or proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.
/s/ Xxxx Xxxxxx
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Notary Public
XXXX XXXXXX
Notary Public, State of Ohio
My Commission Expires 06-24-2002
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STATE OF NEW YORK )
: ss.:
COUNTY OF ORANGE )
On the 16th day of March, 1999, before me, the undersigned, a
Notary Public in and for said state, personally appeared Xxxxxx X. Xxxxxxx
personally known to me or proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), andthat by his/her/their signature(s) on the instrument, the
person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
/s/ XXXXXXX XXXXXXXX
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Notary Public
XXXXXXX XXXXXXXX
Notary Public, State of New York
No. 01BI-4987798
Qualified in Orange County
My Commission Expires February 4, 2000
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SCHEDULE A
METES AND BOUNDS DESCRIPTION
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SCHEDULE B
THE MORTGAGE
Mortgage dated October 30, 1998 made by Glimcher Properties Limited Partnership
to Bankers Trust Company and recorded in the office of the Register of Deeds of
Xxxxx County, Kansas, on December 23, 1998 at Liber 748, page 991.
Which mortgage was assigned by Bankers Trust Company to the Mortgagee by
assignment of mortgage dated March 15, 1999 and recorded in the office of the
Register of Deeds of Xxxxx County, Kansas, on ________ ___ 1999 at Liber ____,
page ___.
Which mortgage was modified by Mortgagee Modification Agreement between Glimcher
Properties Limited Partnership and Mortgagee dated March 15, 1999 and recorded
in the office of the Register of Deeds of Xxxxx County, Kansas, on ________ ___
1999 at Liber ____, page ___.
