SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT 10.117
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment to Amended and Restated Credit Agreement (the “Amendment”) dated as of April 27, 2010, is among Glimcher Properties Limited Partnership, a limited partnership organized under the laws of the State of Delaware (the “Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively, the “Lenders”), and KeyBank National Association, not individually, but as “Administrative Agent”.
RECITALS
A. The Borrower is primarily engaged in the business of purchasing, owning, operating, leasing and managing retail properties.
B. The Borrower, the Administrative Agent and the Lenders are parties to an Amended and Restated Credit Agreement dated as of December 14, 2006, as amended by a Comprehensive Amendment thereto dated as of March 4, 2010 (as amended, the Credit Agreement”).
C. The Borrower has requested that the Administrative Agent and the Lenders enter into this Amendment to amend the Credit Agreement to modify one of the definitions therein relating to a financial covenant of the Borrower thereunder. The Administrative Agent and the Lenders have agreed to do so, on the terms set forth herein.
TERMS AND CONDITIONS
NOW, THEREFORE, with reference to the foregoing Recitals, all of which are incorporated herein by this reference, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. The following Definition from Article 1A of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
“Fixed Charges” shall mean, for any period, the sum of (i) Consolidated Debt Service, (ii) all dividends payable on account of preferred stock or preferred operating partnership units of the Borrower or any other Person in the Glimcher Group, provided that if Glimcher Realty Trust issues perpetual preferred stock yielding gross proceeds in excess of $50,000,000, in the aggregate, during the 90-day period following the “Amendment Effective Date” (as defined in the Second Amendment to this Agreement), then the dividends on the portion of such stock issuance which yields gross proceeds in excess of $50,000,000 shall be permanently excluded from this calculation (provided that such exclusion shall only apply to the dividends on those shares of such perpetual preferred stock generating a maximum of an additional $50,000,000 of gross proceeds in excess of the first $50,000,000 of such gross proceeds); (iii) all ground lease payments to the extent not deducted as an expense in calculating Adjusted Annual EBITDA and (iv) plus the Glimcher Percentage of amounts payable by Joint Ventures with respect to items (ii) and (iii) above.
2. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute a single agreement.
3. Other than as expressly amended herein, the Loan Agreement shall remain in full force and effect.
[Signature pages follow.]
2
IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have executed this Amendment as of the date first above written.
GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership
By: Glimcher Properties Corporation, its sole general partner
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Executive Vice President, Chief Financial Officer and Treasurer
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Phone: 000-000-0000
Facsimile: 000-000-0000
Email: xxxxxxxx@xxxxxxxx.xxx
With copies to:
Attention: General Counsel
Phone: 000-000-0000
Facsimile: 000-000-0000
Email: xxxxxx@xxxxxxxx.xxx
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The undersigned, being the Parent Entities referred to herein and the signatories to the Parent Guaranty referenced herein, hereby consent to and approve of this Amendment and agree that the Parent Guaranty shall continue in full force and effect.
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By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Executive Vice President, Chief Financial Officer and Treasurer
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Phone: 000-000-0000
Facsimile: 000-000-0000
Email: xxxxxxxx@xxxxxxxx.xxx
With copies to:
Attention: General Counsel
Phone: 000-000-0000
Facsimile: 000-000-0000
Email: xxxxxx@xxxxxxxx.xxx
GLIMCHER PROPERTIES CORPORATION
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Executive Vice President, Chief Financial Officer and Treasurer
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Phone: 000-000-0000
Facsimile: 000-000-0000
Email: xxxxxxxx@xxxxxxxx.xxx
With copies to:
Attention: General Counsel
Phone: 000-000-0000
Facsimile: 000-000-0000
Email: xxxxxx@xxxxxxxx.xxx
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KEYBANK NATIONAL ASSOCIATION,
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Individually and as Administrative Agent
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By: /s/ Xxxxx X. Xxxxxx
Print Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
0000 Xxxxxxxxx Xxxx XX
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Phone: 000-000-0000
Facsimile: 000-000-0000
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EUROHYPO AG, NEW YORK BRANCH,
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Individually and as Co-Syndication Agent
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By: /s/ Nasir Alamdr
Name: Nasir Alamdr
Title: Executive Director
By: /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Executive Director
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Eurohypo AG, New York Branch
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1114 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Head of Portfolio Operations
Phone: 000-000-0000
Facsimile: 000-000-0000
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with copy to:
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Eurohypo AG, New York Branch
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1114 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Head of Legal Department
Phone: 000-000-0000
Facsimile: 000-000-0000
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WACHOVIA BANK, NATIONAL
ASSOCIATION, Individually and as
Co-Syndication Agent
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Director
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Wachovia Bank, National Association
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000 Xxxxx Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxxx
Phone: 000-000-0000
Facsimile: 000-000-0000
Email: xxxxx.xxxxxxxxxx@xxxxxxxx.xxx
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BANK OF AMERICA, N.A.,
Individually and as Co-Documentation Agent
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
Bank of America, N.A.
000 Xxxxx XxXxxxx Xxxxxx, 00xx Floor
Mail Code: IL1-231-10-35
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President
Phone: 000-000-0000
Facsimile: 000-000-0000
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RBS CITIZENS, N.A., d/b/a CHARTER ONE,
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Individually and as Co-Documentation Agent
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By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
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RBS CITIZENS, N.A., d/b/a CHARTER ONE,
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00 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Phone: 000-000-0000
Facsimile: 000-000-0000
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AAREAL CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: General Counsel
and
By: /s/ Xxxxxx de Roo
Name: Xxxxxx de Roo
Title: Director
Aareal Capital Corporation
000 Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxx
Senior Managing Director
Phone: 000-000-0000
Facsimile: 000-000-0000
HUNTINGTON NATIONAL BANK
By:/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
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Huntington National Bank
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00 Xxxxx Xxxx Xxxxxx, XX0000
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Senior Vice President
Phone: 000-000-0000
Facsimile: 000-000-0000
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
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PNC Bank, National Association
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000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx, Assistant Vice President
Phone: 000-000-0000
Facsimile: 000-000-0000
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U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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U.S. Bank National Association
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Commercial Real Estate
00 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx, Vice President
Phone: 000-000-0000
Facsimile: 000-000-0000
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MIDFIRST BANK,
a Federally Chartered Savings Association |
By: _____________________________________
Name: ___________________________________
Title: ____________________________________
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MidFirst Bank
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000 XX Xxxxx Xxxx.
Xxxxxxxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxx, Vice President
Phone: 000-000-0000
Facsimile: 000-000-0000 |
