LOAN AGREEMENT Dated as of June 21, 2012 Between PUENTE HILLS MALL, LLC, as Borrower and MIDLAND NATIONAL LIFE INSURANCE COMPANY, as Lender FIXED RATE SINGLE PROPERTY LOANLoan Agreement • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts
THIS LOAN AGREEMENT, dated as of June 21, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between MIDLAND NATIONAL LIFE INSURANCE COMPANY, an Iowa Corporation, having an address at One Midland Plaza, Sioux Falls, South Dakota 57193 (“Lender”), and PUENTE HILLS MALL, LLC, a Delaware limited liability company, having its principal place of business at c/o Glimcher Properties Limited Partnership, 180 East Broad Street, 21st Floor, Columbus, Ohio 43215 (“Borrower”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts • New York
THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”), effective _______________ (the “Effective Date”), represents the grant of restricted stock (“Stock”) by Glimcher Realty Trust (the “Company”), to __________ (the “Participant”) pursuant to the terms, provisions, and definitions of the Glimcher Realty Trust 2012 Incentive Compensation Plan (the “Plan”), which was adopted on February 15, 2012 by the Company’s Board of Trustees (“Board”) and approved on May 10, 2012 by the Company’s common shareholders. Stock granted hereby is intended to be restricted and shall be subject to the restrictions set forth in this Agreement and the Plan.
TRANCHE A NOTETranche a Note • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts
This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Amended and Restated Loan Agreement, dated as of May 23, 2012 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.
TRANCHE B NOTETranche B Note • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts • Ohio
This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Amended and Restated Loan Agreement, dated as of May 23, 2012 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.
TERM LOAN AGREEMENTTerm Loan Agreement • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts • Ohio
COLLATERAL ASSIGNMENT OF INTERESTSCollateral Assignment of Interests • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts • Ohio
THIS COLLATERAL ASSIGNMENT OF INTERESTS (this “Assignment”), made this 11th day of July, 2012, by GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware (“GPLP”) and GLIMCHER DAYTON MALL, INC., a Delaware corporation (“GDMI”, and collectively with GPLP, “Assignor”) to KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), as Agent for itself and other Lenders from time to time party to the “Loan Agreement” (as hereinafter defined) (KeyBank, in its capacity as Agent, hereinafter referred to as “Agent”).
OPTION AWARD AGREEMENT Issued Pursuant to the Glimcher Realty TrustOption Award Agreement • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts • New York
THIS OPTION AWARD AGREEMENT (“Agreement”), effective __________________, (the “Effective Date”) represents the grant of a nonqualified option (“Option”) by Glimcher Realty Trust (the “Company”), to _____________ (the “Participant”) pursuant to the provisions of the Glimcher Realty Trust 2012 Incentive Compensation Plan (the “Plan”), which was adopted on February 15, 2012 by the Company’s Board of Trustees and approved on May 10, 2012 by the Company’s common shareholders. The Option granted hereby is intended to be an “NQSO” as such term is defined in the Plan.
PARENT GUARANTYParent Guaranty • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts • Ohio
This Parent Guaranty (the “Guaranty”) is made as of July 11, 2012 by Glimcher Realty Trust, a real estate investment trust organized under the laws of the State of Maryland (the “Guarantor”, to and for the benefit of KeyBank National Association, individually (“KeyBank”) and as administrative agent (“Administrative Agent”) for itself and the lenders under the Loan Agreement (as defined below) and their respective successors and assigns (collectively, the “Lenders”).
DEED OF TRUST, SECURITY AGREEMENTDeed of Trust, Security Agreement and Fixture Filing • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts
THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this “Security Instrument”) is made as of this 21st day of June, 2012, by PUENTE HILLS MALL, LLC, a Delaware limited liability company, having its principal place of business at c/o Glimcher Properties Limited Partnership, 180 East Broad Street, 21st Floor, Columbus, Ohio 43215, as trustor (together with its permitted successors and assigns, “Borrower”) to Commonwealth Land Title Company, a California corporation, as trustee (“Trustee”) having its principal place of business at 888 S. Figueroa Street, Suite 2100, Los Angeles, California 90017 for the benefit of MIDLAND NATIONAL LIFE INSURANCE COMPANY, an Iowa Corporation, having an address at One Midland Plaza, Sioux Falls, South Dakota 57193, as beneficiary (together with its successors and assigns, “Lender”).
ASSIGNMENT OF LEASES AND RENTSAssignment of Leases and Rents • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts
THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) made as of the 21st day of June, 2012, by PUENTE HILLS MALL, LLC, a Delaware limited liability company, as assignor, having its principal place of business at c/o Glimcher Properties Limited Partnership, 180 East Broad Street, 21st Floor, Columbus, Ohio 43215 (together with its permitted successors and assigns, “Borrower”) to MIDLAND NATIONAL LIFE INSURANCE COMPANY, an Iowa Corporation, as assignee, having an address at One Midland Plaza, Sioux Falls, South Dakota 57193 (together with its successors and assigns, “Lender”).
GUARANTY AGREEMENTGuaranty Agreement • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts • California
THIS GUARANTY AGREEMENT (the “Guaranty”) is executed as of June 21, 2012, by GLIMCHER PROPERTIES LIMITED PARTNERSHIP, having an address at 180 East Broad Street, 21st Floor, Columbus, Ohio 43215 (whether one or more, together with its permitted successors and assigns, collectively referred to as “Guarantor”), for the benefit of MIDLAND NATIONAL LIFE INSURANCE COMPANY, an Iowa Corporation, having an address at One Midland Plaza, Sioux Falls, South Dakota 57193 (together with its successors and assigns, “Lender”).
NOTETerm Loan Agreement • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts
This Note is the Note issued pursuant to, and is entitled to the benefits of, the Term Loan Agreement, dated as of July 11, 2012 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.
PERFORMANCE SHARE AWARD AGREEMENT Issued Pursuant to the Glimcher Realty TrustPerformance Share Award Agreement • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts • New York
THIS PERFORMANCE SHARE AWARD AGREEMENT (“Agreement”), effective __________________________ (the “Effective Date”), represents the allocation of performance shares (“Performance Shares”) by Glimcher Realty Trust, a Maryland real estate investment trust (the “Company”), to _____________________________________ (the “Participant”) pursuant to the Glimcher Realty Trust 2012 Incentive Compensation Plan (the “Plan”), which was adopted on February 15, 2012 by the Company’s Board of Trustees and approved on May 10, 2012 by the Company’s common shareholders. This Award is made pursuant to and subject to the terms and conditions of the Plan. Capitalized terms not herein defined shall have the meaning ascribed to such terms in the Plan. The Performance Shares allocated and awarded under this Agreement (“Award”) are intended to be Performance-Based Compensation as that term is defined under the Plan. This Award represents the right to receive one Share for each Performance Share earned by satisfac
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts • Ohio
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • July 27th, 2012 • Glimcher Realty Trust • Real estate investment trusts • California
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is made as of the 21st day of June, 2012 by PUENTE HILLS MALL, LLC, a Delaware limited liability company, having an address at c/o Glimcher Properties Limited Partnership, 180 East Broad Street, 21st Floor, Columbus, Ohio 43215 (“Borrower”) and GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at 180 East Broad Street, 21st Floor, Columbus, Ohio 43215 (“Guarantor”; Borrower and Guarantor hereinafter referred to, individually and/or collectively, as the context may require, together with their respective permitted successors and assigns, as “Indemnitor”) in favor of MIDLAND NATIONAL LIFE INSURANCE COMPANY, an Iowa Corporation, having an address at One Midland Plaza, Sioux Falls, South Dakota 57193 (together with its successors and assigns, “Indemnitee”) and other Indemnified Parties (defined below).
