EXHIBIT 10.33
NOTE
----
$70,000,000.00 November __, 2007
FOR VALUE RECEIVED, KIERLAND CROSSING, LLC, a Delaware limited liability
company ("Borrower"), promises to pay to the order of KEYBANK NATIONAL
ASSOCIATION, a national banking association ("Lender") the principal amount of
Seventy Million and 00/100 Dollars ($70,000,000.00), or such lesser aggregate
amount of Advances as may be made and outstanding pursuant to Lender's
Commitment under the Loan Agreement hereinafter described, payable as
hereinafter set forth. Xxxxxxxx promises to pay interest on the principal amount
hereof remaining unpaid from time to time from the date hereof until the date of
payment in full, payable as hereinafter set forth.
Reference is made to the Construction, Acquisition and Interim Loan
Agreement of even date herewith among Borrower, KeyBank National Association as
Administrative Agent, Lender and the other "Lenders" identified therein (as it
may have been or may hereafter be amended, amended and restated, modified,
supplemented or renewed from time to time, the "Loan Agreement"). Terms defined
in the Loan Agreement and not otherwise defined herein are used herein with the
meanings ascribed to those terms in the Loan Agreement. This is one of the Notes
referred to in the Loan Agreement, and any holder hereof is entitled to all of
the rights, remedies, benefits and privileges provided for in the Loan
Agreement. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
upon the terms and conditions therein specified.
The principal indebtedness evidenced by this Note shall be payable and
prepayable as provided in the Loan Agreement and in any event on the Maturity
Date (which shall be May __, 2011, subject to extension as provided in Section
2.6 of the Loan Agreement).
Interest shall be payable on the outstanding daily unpaid principal amount
of each Advance outstanding hereunder from the date such Advance was made until
payment in full, and shall accrue and be payable at the rates and on the dates
set forth in the Loan Agreement both before and after default and before and
after maturity and judgment.
The amount of each payment hereunder shall be made to Lender at
Administrative Agent's office (as designated by Administrative Agent from time
to time), for the account of Lender, in Dollars and in immediately available
funds not later than 2:00 p.m., Cleveland time, on the day of payment (which
must be a Banking Day). All payments received after 2:00 p.m., Cleveland time,
on any Banking Day, shall be deemed received on the next succeeding Banking Day.
Lender shall keep a record of Advances made by it and payments of principal with
respect to this Note, and such record shall be presumptive evidence of the
principal amount owing under this Note, absent manifest error.
Without limiting any applicable provisions of the Loan Agreement, Borrower
hereby promises to pay all costs and expenses of any holder hereof incurred in
collecting Xxxxxxxx's obligations hereunder or in enforcing or attempting to
enforce any of holder's rights hereunder, including reasonable attorneys' fees,
whether or not an action is filed in connection therewith.
Borrower hereby waives presentment, demand for payment, dishonor, notice of
dishonor, protest, notice of protest, and any other notice or formality, to the
fullest extent permitted by applicable Laws.
Assignment of this Note is subject to the consent of certain parties
pursuant to Section 18.7 of the Loan Agreement.
This Note shall be delivered to and accepted by Lender in the State of
Ohio, and shall be governed by, and construed and enforced in accordance with,
the internal Laws thereof without regard to the choice of law provisions
thereof.
"Borrower"
KIERLAND CROSSING, LLC, a Delaware limited
liability company
By: Glimcher Kierland Crossing, LLC, a
Delaware limited liability company, its
managing member
By: Glimcher Properties Limited Partnership, a
Delaware limited partnership, its sole member
By: Glimcher Properties Corporation, its
sole general partner
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Investment Officer
-2-
NOTE
----
$40,000,000.00 November __, 2007
FOR VALUE RECEIVED, KIERLAND CROSSING, LLC, a Delaware limited liability
company ("Borrower"), promises to pay to the order of EUROHYPO AG, NEW YORK
BRANCH ("Lender") the principal amount of Forty Million and 00/100 Dollars
($40,000,000.00), or such lesser aggregate amount of Advances as may be made and
outstanding pursuant to Lender's Commitment under the Loan Agreement hereinafter
described, payable as hereinafter set forth. Xxxxxxxx promises to pay interest
on the principal amount hereof remaining unpaid from time to time from the date
hereof until the date of payment in full, payable as hereinafter set forth.
Reference is made to the Construction, Acquisition and Interim Loan
Agreement of even date herewith among Borrower, KeyBank National Association as
Administrative Agent, Lender and the other "Lenders" identified therein (as it
may have been or may hereafter be amended, amended and restated, modified,
supplemented or renewed from time to time, the "Loan Agreement"). Terms defined
in the Loan Agreement and not otherwise defined herein are used herein with the
meanings ascribed to those terms in the Loan Agreement. This is one of the Notes
referred to in the Loan Agreement, and any holder hereof is entitled to all of
the rights, remedies, benefits and privileges provided for in the Loan
Agreement. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
upon the terms and conditions therein specified.
The principal indebtedness evidenced by this Note shall be payable and
prepayable as provided in the Loan Agreement and in any event on the Maturity
Date (which shall be May __, 2011, subject to extension as provided in Section
2.6 of the Loan Agreement).
Interest shall be payable on the outstanding daily unpaid principal amount
of each Advance outstanding hereunder from the date such Advance was made until
payment in full, and shall accrue and be payable at the rates and on the dates
set forth in the Loan Agreement both before and after default and before and
after maturity and judgment.
The amount of each payment hereunder shall be made to Lender at
Administrative Agent's office (as designated by Administrative Agent from time
to time), for the account of Lender, in Dollars and in immediately available
funds not later than 2:00 p.m., Cleveland time, on the day of payment (which
must be a Banking Day). All payments received after 2:00 p.m., Cleveland time,
on any Banking Day, shall be deemed received on the next succeeding Banking Day.
Lender shall keep a record of Advances made by it and payments of principal with
respect to this Note, and such record shall be presumptive evidence of the
principal amount owing under this Note, absent manifest error.
Without limiting any applicable provisions of the Loan Agreement, Borrower
hereby promises to pay all costs and expenses of any holder hereof incurred in
collecting Borrower's obligations hereunder or in enforcing or attempting to
enforce any of holder's rights hereunder, including reasonable attorneys' fees,
whether or not an action is filed in connection therewith.
-3-
Borrower hereby waives presentment, demand for payment, dishonor, notice of
dishonor, protest, notice of protest, and any other notice or formality, to the
fullest extent permitted by applicable Laws.
Assignment of this Note is subject to the consent of certain parties
pursuant to Section 18.7 of the Loan Agreement.
This Note shall be delivered to and accepted by Lender in the State of
Ohio, and shall be governed by, and construed and enforced in accordance with,
the internal Laws thereof without regard to the choice of law provisions
thereof.
"Borrower"
KIERLAND CROSSING, LLC, a Delaware limited
liability company
By: Glimcher Kierland Crossing, LLC, a
Delaware limited liability company, its
managing member
By: Glimcher Properties Limited Partnership,
a Delaware limited partnership, its sole member
By: Glimcher Properties Corporation, its sole
general partner
By:
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Investment Officer
-4-
NOTE
----
$40,000,000.00 November __, 2007
FOR VALUE RECEIVED, KIERLAND CROSSING, LLC, a Delaware limited liability
company ("Borrower"), promises to pay to the order of THE HUNTINGTON NATIONAL
BANK ("Lender") the principal amount of Forty Million and 00/100 Dollars
($40,000,000.00), or such lesser aggregate amount of Advances as may be made and
outstanding pursuant to Lender's Commitment under the Loan Agreement hereinafter
described, payable as hereinafter set forth. Xxxxxxxx promises to pay interest
on the principal amount hereof remaining unpaid from time to time from the date
hereof until the date of payment in full, payable as hereinafter set forth.
Reference is made to the Construction, Acquisition and Interim Loan
Agreement of even date herewith among Borrower, KeyBank National Association as
Administrative Agent, Lender and the other "Lenders" identified therein (as it
may have been or may hereafter be amended, amended and restated, modified,
supplemented or renewed from time to time, the "Loan Agreement"). Terms defined
in the Loan Agreement and not otherwise defined herein are used herein with the
meanings ascribed to those terms in the Loan Agreement. This is one of the Notes
referred to in the Loan Agreement, and any holder hereof is entitled to all of
the rights, remedies, benefits and privileges provided for in the Loan
Agreement. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
upon the terms and conditions therein specified.
The principal indebtedness evidenced by this Note shall be payable and
prepayable as provided in the Loan Agreement and in any event on the Maturity
Date (which shall be May __, 2011, subject to extension as provided in Section
2.6 of the Loan Agreement).
Interest shall be payable on the outstanding daily unpaid principal amount
of each Advance outstanding hereunder from the date such Advance was made until
payment in full, and shall accrue and be payable at the rates and on the dates
set forth in the Loan Agreement both before and after default and before and
after maturity and judgment.
The amount of each payment hereunder shall be made to Lender at
Administrative Agent's office (as designated by Administrative Agent from time
to time), for the account of Lender, in Dollars and in immediately available
funds not later than 2:00 p.m., Cleveland time, on the day of payment (which
must be a Banking Day). All payments received after 2:00 p.m., Cleveland time,
on any Banking Day, shall be deemed received on the next succeeding Banking Day.
Lender shall keep a record of Advances made by it and payments of principal with
respect to this Note, and such record shall be presumptive evidence of the
principal amount owing under this Note, absent manifest error.
Without limiting any applicable provisions of the Loan Agreement, Borrower
hereby promises to pay all costs and expenses of any holder hereof incurred in
collecting Borrower's obligations hereunder or in enforcing or attempting to
enforce any of holder's rights hereunder, including reasonable attorneys' fees,
whether or not an action is filed in connection therewith.
-5-
Borrower hereby waives presentment, demand for payment, dishonor, notice of
dishonor, protest, notice of protest, and any other notice or formality, to the
fullest extent permitted by applicable Laws.
Assignment of this Note is subject to the consent of certain parties
pursuant to Section 18.7 of the Loan Agreement.
This Note shall be delivered to and accepted by Lender in the State of
Ohio, and shall be governed by, and construed and enforced in accordance with,
the internal Laws thereof without regard to the choice of law provisions
thereof.
"Borrower"
KIERLAND CROSSING, LLC, a Delaware limited
liability company
By: Glimcher Kierland Crossing, LLC, a
Delaware limited liability company, its
managing member
By: Glimcher Properties Limited Partnership, a
Delaware limited partnership, its sole member
By: Glimcher Properties Corporation, its sole
general partner
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Investment Officer
-6-
NOTE
----
$30,000,000.00 November __, 2007
FOR VALUE RECEIVED, KIERLAND CROSSING, LLC, a Delaware limited liability
company ("Borrower"), promises to pay to the order of U.S. BANK NATIONAL
ASSOCIATION ("Lender") the principal amount of Thirty Million and 00/100 Dollars
($30,000,000.00), or such lesser aggregate amount of Advances as may be made and
outstanding pursuant to Lender's Commitment under the Loan Agreement hereinafter
described, payable as hereinafter set forth. Xxxxxxxx promises to pay interest
on the principal amount hereof remaining unpaid from time to time from the date
hereof until the date of payment in full, payable as hereinafter set forth.
Reference is made to the Construction, Acquisition and Interim Loan
Agreement of even date herewith among Borrower, KeyBank National Association as
Administrative Agent, Lender and the other "Lenders" identified therein (as it
may have been or may hereafter be amended, amended and restated, modified,
supplemented or renewed from time to time, the "Loan Agreement"). Terms defined
in the Loan Agreement and not otherwise defined herein are used herein with the
meanings ascribed to those terms in the Loan Agreement. This is one of the Notes
referred to in the Loan Agreement, and any holder hereof is entitled to all of
the rights, remedies, benefits and privileges provided for in the Loan
Agreement. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
upon the terms and conditions therein specified.
The principal indebtedness evidenced by this Note shall be payable and
prepayable as provided in the Loan Agreement and in any event on the Maturity
Date (which shall be May __, 2011, subject to extension as provided in Section
2.6 of the Loan Agreement).
Interest shall be payable on the outstanding daily unpaid principal amount
of each Advance outstanding hereunder from the date such Advance was made until
payment in full, and shall accrue and be payable at the rates and on the dates
set forth in the Loan Agreement both before and after default and before and
after maturity and judgment.
The amount of each payment hereunder shall be made to Lender at
Administrative Agent's office (as designated by Administrative Agent from time
to time), for the account of Lender, in Dollars and in immediately available
funds not later than 2:00 p.m., Cleveland time, on the day of payment (which
must be a Banking Day). All payments received after 2:00 p.m., Cleveland time,
on any Banking Day, shall be deemed received on the next succeeding Banking Day.
Lender shall keep a record of Advances made by it and payments of principal with
respect to this Note, and such record shall be presumptive evidence of the
principal amount owing under this Note, absent manifest error.
Without limiting any applicable provisions of the Loan Agreement, Borrower
hereby promises to pay all costs and expenses of any holder hereof incurred in
collecting Borrower's obligations hereunder or in enforcing or attempting to
enforce any of holder's rights hereunder, including reasonable attorneys' fees,
whether or not an action is filed in connection therewith.
-7-
Borrower hereby waives presentment, demand for payment, dishonor, notice of
dishonor, protest, notice of protest, and any other notice or formality, to the
fullest extent permitted by applicable Laws.
Assignment of this Note is subject to the consent of certain parties
pursuant to Section 18.7 of the Loan Agreement.
This Note shall be delivered to and accepted by Lender in the State of
Ohio, and shall be governed by, and construed and enforced in accordance with,
the internal Laws thereof without regard to the choice of law provisions
thereof.
"Borrower"
KIERLAND CROSSING, LLC, a Delaware limited
liability company
By: Glimcher Kierland Crossing, LLC, a
Delaware limited liability company, its
managing member
By: Glimcher Properties Limited Partnership, a
Delaware limited partnership, its sole member
By: Glimcher Properties Corporation, its sole
general partner
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Investment Officer
-8-
NOTE
----
$20,000,000.00 November __, 2007
FOR VALUE RECEIVED, KIERLAND CROSSING, LLC, a Delaware limited liability
company ("Borrower"), promises to pay to the order of NATIONAL CITY BANK
("Lender") the principal amount of Twenty Million and 00/100 Dollars
($20,000,000.00), or such lesser aggregate amount of Advances as may be made and
outstanding pursuant to Lender's Commitment under the Loan Agreement hereinafter
described, payable as hereinafter set forth. Xxxxxxxx promises to pay interest
on the principal amount hereof remaining unpaid from time to time from the date
hereof until the date of payment in full, payable as hereinafter set forth.
Reference is made to the Construction, Acquisition and Interim Loan
Agreement of even date herewith among Borrower, KeyBank National Association as
Administrative Agent, Lender and the other "Lenders" identified therein (as it
may have been or may hereafter be amended, amended and restated, modified,
supplemented or renewed from time to time, the "Loan Agreement"). Terms defined
in the Loan Agreement and not otherwise defined herein are used herein with the
meanings ascribed to those terms in the Loan Agreement. This is one of the Notes
referred to in the Loan Agreement, and any holder hereof is entitled to all of
the rights, remedies, benefits and privileges provided for in the Loan
Agreement. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
upon the terms and conditions therein specified.
The principal indebtedness evidenced by this Note shall be payable and
prepayable as provided in the Loan Agreement and in any event on the Maturity
Date (which shall be May __, 2011, subject to extension as provided in Section
2.6 of the Loan Agreement).
Interest shall be payable on the outstanding daily unpaid principal amount
of each Advance outstanding hereunder from the date such Advance was made until
payment in full, and shall accrue and be payable at the rates and on the dates
set forth in the Loan Agreement both before and after default and before and
after maturity and judgment.
The amount of each payment hereunder shall be made to Lender at
Administrative Agent's office (as designated by Administrative Agent from time
to time), for the account of Lender, in Dollars and in immediately available
funds not later than 2:00 p.m., Cleveland time, on the day of payment (which
must be a Banking Day). All payments received after 2:00 p.m., Cleveland time,
on any Banking Day, shall be deemed received on the next succeeding Banking Day.
Lender shall keep a record of Advances made by it and payments of principal with
respect to this Note, and such record shall be presumptive evidence of the
principal amount owing under this Note, absent manifest error.
Without limiting any applicable provisions of the Loan Agreement, Borrower
hereby promises to pay all costs and expenses of any holder hereof incurred in
collecting Borrower's obligations hereunder or in enforcing or attempting to
enforce any of holder's rights hereunder, including reasonable attorneys' fees,
whether or not an action is filed in connection therewith.
-9-
Borrower hereby waives presentment, demand for payment, dishonor, notice of
dishonor, protest, notice of protest, and any other notice or formality, to the
fullest extent permitted by applicable Laws.
Assignment of this Note is subject to the consent of certain parties
pursuant to Section 18.7 of the Loan Agreement.
This Note shall be delivered to and accepted by Lender in the State of
Ohio, and shall be governed by, and construed and enforced in accordance with,
the internal Laws thereof without regard to the choice of law provisions
thereof.
"Borrower"
KIERLAND CROSSING, LLC, a Delaware limited
liability company
By: Glimcher Kierland Crossing, LLC, a
Delaware limited liability company, its
managing member
By: Glimcher Properties Limited Partnership, a
Delaware limited partnership, its sole member
By: Glimcher Properties Corporation, its sole
general partner
By:
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Investment Officer
-10-
NOTE
----
$20,000,000.00 November __, 2007
FOR VALUE RECEIVED, KIERLAND CROSSING, LLC, a Delaware limited liability
company ("Borrower"), promises to pay to the order PNC BANK, NATIONAL
ASSOCIATION ("Lender") the principal amount of Twenty Million and 00/100 Dollars
($20,000,000.00), or such lesser aggregate amount of Advances as may be made and
outstanding pursuant to Lender's Commitment under the Loan Agreement hereinafter
described, payable as hereinafter set forth. Xxxxxxxx promises to pay interest
on the principal amount hereof remaining unpaid from time to time from the date
hereof until the date of payment in full, payable as hereinafter set forth.
Reference is made to the Construction, Acquisition and Interim Loan
Agreement of even date herewith among Borrower, KeyBank National Association as
Administrative Agent, Lender and the other "Lenders" identified therein (as it
may have been or may hereafter be amended, amended and restated, modified,
supplemented or renewed from time to time, the "Loan Agreement"). Terms defined
in the Loan Agreement and not otherwise defined herein are used herein with the
meanings ascribed to those terms in the Loan Agreement. This is one of the Notes
referred to in the Loan Agreement, and any holder hereof is entitled to all of
the rights, remedies, benefits and privileges provided for in the Loan
Agreement. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
upon the terms and conditions therein specified.
The principal indebtedness evidenced by this Note shall be payable and
prepayable as provided in the Loan Agreement and in any event on the Maturity
Date (which shall be May __, 2011, subject to extension as provided in Section
2.6 of the Loan Agreement).
Interest shall be payable on the outstanding daily unpaid principal amount
of each Advance outstanding hereunder from the date such Advance was made until
payment in full, and shall accrue and be payable at the rates and on the dates
set forth in the Loan Agreement both before and after default and before and
after maturity and judgment.
The amount of each payment hereunder shall be made to Lender at
Administrative Agent's office (as designated by Administrative Agent from time
to time), for the account of Lender, in Dollars and in immediately available
funds not later than 2:00 p.m., Cleveland time, on the day of payment (which
must be a Banking Day). All payments received after 2:00 p.m., Cleveland time,
on any Banking Day, shall be deemed received on the next succeeding Banking Day.
Lender shall keep a record of Advances made by it and payments of principal with
respect to this Note, and such record shall be presumptive evidence of the
principal amount owing under this Note, absent manifest error.
Without limiting any applicable provisions of the Loan Agreement, Borrower
hereby promises to pay all costs and expenses of any holder hereof incurred in
collecting Borrower's obligations hereunder or in enforcing or attempting to
enforce any of holder's rights hereunder, including reasonable attorneys' fees,
whether or not an action is filed in connection therewith.
-11-
Borrower hereby waives presentment, demand for payment, dishonor, notice of
dishonor, protest, notice of protest, and any other notice or formality, to the
fullest extent permitted by applicable Laws.
Assignment of this Note is subject to the consent of certain parties
pursuant to Section 18.7 of the Loan Agreement.
This Note shall be delivered to and accepted by Lender in the State of
Ohio, and shall be governed by, and construed and enforced in accordance with,
the internal Laws thereof without regard to the choice of law provisions
thereof.
"Borrower"
KIERLAND CROSSING, LLC, a Delaware limited
liability company
By: Glimcher Kierland Crossing, LLC, a
Delaware limited liability company, its
managing member
By: Glimcher Properties Limited Partnership, a
Delaware limited partnership, its sole member
By: Glimcher Properties Corporation, its sole
general partner
By:
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Investment Officer
-12-
