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Exhibit 10.96
NOTE CONSOLIDATION AND MODIFICATION AGREEMENT
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
HAVING AN XXXXXX XX
00 XXXXX XXXXX XXXXXX
XXXXXXXX, XXXX 00000
AND
GLIMCHER PROPERTIES CORPORATION
HAVING AN XXXXXX XX
00 XXXXX XXXXX XXXXXX
XXXXXXXX, XXXX 00000
AND
GLIMCHER DEVELOPMENT CORPORATION
HAVING AN XXXXXX XX
00 XXXXX XXXXX XXXXXX
XXXXXXXX, XXXX 00000
(collectively, the "BORROWER")
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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 "LENDER")
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LOCATION OF PREMISES:
Grand Union, Xxxxxx, New York
Grand Union, Chatham, New York
Grand Union, South Xxxx Falls, New York
Mount Xxxxxx Plaza, Mount Vernon, Ohio
Village Plaza, Manhattan, Kansas
Target Plaza, Heath, Ohio
Toys R Xx Xxxxx, Xxxxxxxxxxx, Xxxx
Xxxx Xxxxxx Xxxxx, Xxxxx, Xxxxxxxx
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NOTE CONSOLIDATION AND MODIFICATION AGREEMENT
---------------------------------------------
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
("GPLP"), GLIMCHER PROPERTIES CORPORATION, a Delaware corporation, having its
principal place of business at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000
("GPC"), and GLIMCHER DEVELOPMENT CORPORATION, a Delaware corporation, having
its principal place of business at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000
("GDC", and collectively, "BORROWER") 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 ("LENDER").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Lender is the lawful owner and holder of that certain
promissory note dated September 15, 1998 made by GPLP and GPC to Bankers Trust
Company in the principal sum of $10,000,000 and assigned to Lender and modified
by that certain Note Modification Agreement dated as of March 15, 1999 between
GPLP and GPC and Lender, as amended and restated by that certain Amended and
Restated Promissory Note from GPLP and GPC to Lender dated as of March 15, 1999
("PRIOR NOTE A"), which Prior Note A evidences a total existing outstanding
principal indebtedness of $10,000,000 together with interest thereon; and
WHEREAS, the Lender is the lawful owner and holder of that certain
promissory note dated October 13, 1998 made by GPLP, GDC and Weberstown Mall LLC
to The Huntington
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National Bank in the principal sum of $14,000,000, as extended by the certain
Extension Agreement dated April 13, 1999 between GPLP and GDC and Weberstown
Mall LLC and The Huntington National Bank and assigned to Lender ("PRIOR NOTE B"
and collectively with Prior Note A, the "PRIOR NOTES"), which Prior Note B
evidences a total existing outstanding principal indebtedness of $11,500,000
together with interest thereon; and
WHEREAS, the Lender and the Borrower have agreed to consolidate and
modify the Prior Notes as hereinafter set forth.
NOW THEREFORE, in consideration of the agreements herein expressed and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto covenant and agree as follows:
1. The Prior Notes and the indebtedness evidenced thereby are hereby
consolidated so that together they shall hereafter evidence a single
indebtedness in the aggregate principal amount of the $21,500,000.00 (the
"Indebtedness") together with interest thereon.
2. The Borrower hereby acknowledges that it is indebted to the Lender
in accordance with the Prior Notes and that the outstanding principal balance of
the Prior Notes is, on the date hereof, $21,500,000.00, with interest thereon
and that there are no defenses, offsets or counterclaims to the payment of same.
3. The Borrower hereby agrees and promises to pay to the Lender the
Indebtedness, together with interest thereon, in accordance with the terms,
covenants and conditions set forth in the form of the Amended and Restated
Promissory Note attached hereto as Exhibit A (the "PROMISSORY NOTE").
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4. The Promissory Note is intended to amend and restate in their
entirety the Prior Notes; however, the Promissory Note is not intended to create
any new indebtedness nor to constitute a novation as to Borrower's obligations
under the Prior Note.
5. All references in the Promissory Note attached as Exhibit A to the
term "MORTGAGE" shall mean (a) those certain mortgages made by GPLP and Glimcher
York Associates Limited Partnership ("YORK") to Bankers Trust Company dated
October 30, 1998 and assigned to Lender, as the same have been modified by those
certain Mortgage Modification Agreements executed between Lender and GPLP and
York as of March 15, 1999, and those certain Mortgage Modification Agreements
executed between Lender and GPLP and York as of the date hereof, (b) those
certain mortgages made by GPLP and GDC to The Huntington National Bank dated
October 13, 1998 and assigned to Lender, as the same have been modified by those
certain Mortgage Modification Agreements executed between Lender and GPLP and
GDC as of the date hereof, and that certain deed of trust, assignment of rents
and security agreement made by Glimcher Properties Limited Partnership to
Alexander Title Agency, Inc., Trustee, and The Huntington National Bank dated
October 13, 1998 and assigned to Lender, as the same has been modified by that
certain Deed of Trust Modification Agreement executed by Lender, Borrower and
Trustee as of the date hereof.
6. Simultaneous with the execution of this Agreement, the Borrower
shall pay to Lender an origination fee equal to (i) 0.625% multiplied by (ii)
the principal amount of the indebtedness evidenced by Prior Note B.
7. 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,
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bear the signatures of each of the parties hereto and it shall not be necessary
in making proof of this instrument to produce or account for more than one of
such fully executed counterparts.
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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
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
CFO/COO
GLIMCHER PROPERTIES CORPORATION, a
Delaware corporation
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------------
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
--------------------------------------------
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 as Executive Vice President of
Glimcher Properties Corporation, as the sole general partner of Glimcher
Properties Limited Partnership, and that by his signature on the instrument, the
entity upon behalf of which the person acted, executed the instrument.
/s/ XXXX XXXXXX
-----------------------------------
Notary Public
XXXX XXXXXX
Notary Public, State of Ohio
My Commission Expires 06-24-2002
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 as Executive Vice
President of Glimcher Properties Corporation, and that by his signature on the
instrument, the entity upon behalf of which the person acted, executed the
instrument.
/s/ XXXX XXXXXX
-----------------------------------
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 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/his/their
capacity(ies), and that 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
-----------------------------------
Notary Public
XXXXXXX BIELFIED
Notary Public, State of New York
No. 018I-4987798
Qualified in Orange County
Commission Expires February 4, 2000
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EXHIBIT A
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AMENDED AND RESTATED PROMISSORY NOTE
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