LOAN AGREEMENTLoan Agreement • February 25th, 2014 • Glimcher Realty Trust • Real estate investment trusts • New York
LIMITED GUARANTYLimited Guaranty • February 25th, 2014 • Glimcher Realty Trust • Real estate investment trusts • Michigan
THIS LIMITED GUARANTY (this “Guaranty”) dated as of December 18, 2013 is made by the party or parties named on the signature page or pages hereof (herein individually and, if more than one, collectively, jointly and severally, referred to as a “Guarantor”), to and for the benefit of SECURITY LIFE OF DENVER INSURANCE COMPANY, a Colorado corporation (“Lender”).
PROMISSORY NOTE A-2Promissory Note • February 25th, 2014 • Glimcher Realty Trust • Real estate investment trusts • New York
FOR VALUE RECEIVED N.J. METROMALL URBAN RENEWAL, INC., a New Jersey corporation (“Fee Borrower”) and JG ELIZABETH II, LLC, a Delaware limited liability company (“Leasehold Borrower” and, together with Fee Borrower, each a “Borrower” and collectively the “Borrowers”), collectively as maker, having their principal place of business at 180 E. Broad Street, 21st Floor, Columbus, Ohio 43215 hereby unconditionally promise to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227‑020, Oakland, California 94612 (together with its successors and/or assigns, “Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of ONE HUNDRED THIRTY MILLION AND NO/100 DOLLARS ($130,000,000.00), or so much thereof as is advanced, in lawful money of the United States of America, with interest thereon to be computed from the date of this Note at the Interest Rate, a
ENVIRONMENTAL INDEMNIFICATION AGREEMENTEnvironmental Indemnification Agreement • February 25th, 2014 • Glimcher Realty Trust • Real estate investment trusts
THIS ENVIRONMENTAL INDEMNIFICATION AGREEMENT (“Agreement”), made and entered into as of December 18, 2013 by AHC WASHTENAW, LLC, a Delaware limited liability company, (the “Borrower”), and GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Guarantor”) (Borrower and the Guarantor being sometimes hereinafter individually referred to as “Indemnitor” and collectively, jointly and severally referred to as “Indemnitors”) to and for the benefit of SECURITY LIFE OF DENVER INSURANCE COMPANY, a Colorado corporation (the “Lender”).
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT by and betweenMembership Interest Purchase and Sale Agreement • February 25th, 2014 • Glimcher Realty Trust • Real estate investment trusts • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the Date of Agreement set forth on the Summary Statement (the “Date of Agreement” or “Effective Date”) by and between NSPG-ANN ARBOR LLC, an Illinois limited liability company (“NSPG”) and ARBOR RETAIL LLC, a Delaware limited liability company (“Arbor” and NSPG and Arbor, collectively “Seller”), and GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, (“Purchaser”).
GUARANTY OF RECOURSE OBLIGATIONSGuaranty of Recourse Obligations • February 25th, 2014 • Glimcher Realty Trust • Real estate investment trusts
FOR VALUE RECEIVED, and to induce WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227‑020, Oakland, California 94612 (together with its successors and/or assigns, “Lender”), to lend to N.J. METROMALL URBAN RENEWAL, INC., a New Jersey corporation, having its principal place of business at 180 E. Broad Street, 21st Floor, Columbus, Ohio 43215 (“Fee Borrower”) and JG ELIZABETH II, LLC, a Delaware limited liability company, having its principal place of business at 180 E. Broad Street, 21st Floor, Columbus, Ohio 43215 (“Leasehold Borrower” and, together with Fee Borrower, each a “Borrower” and collectively the “Borrowers”), the aggregate principal sum of THREE HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($350,000,000) (the “Loan”), evidenced by that certain Promissory Note A-1, that certain Promissory Note A-2 and that certain Promissory Note A-3 in the aggregate principal amount of Three Hundred Fifty Million and No/100
MORTGAGE (This is a future advance mortgage)Mortgage • February 25th, 2014 • Glimcher Realty Trust • Real estate investment trusts • Michigan
THIS MORTGAGE (“Mortgage”) is made as of December 18, 2013, by AHC WASHTENAW, LLC, a Delaware limited liability company (“Mortgagor”) with the mailing address of 180 East Broad Street, Columbus, Ohio 43215-3467, for the benefit of SECURITY LIFE OF DENVER INSURANCE COMPANY, a Colorado corporation (“Mortgagee”) with the mailing address of c/o ING Investment Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349.
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • February 25th, 2014 • Glimcher Realty Trust • Real estate investment trusts • New York
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) made as of the 31st day of October, 2013 by N.J. METROMALL URBAN RENEWAL, INC., a New Jersey corporation, having an office at 180 E. Broad Street, 21st Floor, Columbus, OH 43215 (“Fee Borrower”) and JG ELIZABETH II, LLC, a Delaware limited liability company, having an office at 180 E. Broad Street, 21st Floor, Columbus, OH 43215 (“Leasehold Borrower” and, together with Fee Borrower, each a “Borrower” and collectively the “Borrowers”) and GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, having an office at 180 E. Broad Street, 21st Floor, Columbus, OH 43215 (“Guarantor”; Borrowers and Guarantor, individually and/or collectively, as the context may require, “Indemnitor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227‑020, Oakland, California 94612 (together with its successors and/or assigns, “Indemnitee”) and other In
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2014 • Glimcher Realty Trust • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this _____ day of ____________, _______ (“Agreement”), by and between Glimcher Realty Trust, a Maryland real estate investment trust (the “Company”), and ______________ (“Indemnitee”), an individual residing at _______________________________
FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGFee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • February 25th, 2014 • Glimcher Realty Trust • Real estate investment trusts • New York
This Security Instrument is given to Lender to secure a certain loan (the “Loan”) advanced pursuant to a certain loan agreement between Borrowers and Lender (as the same may have been or may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), which such Loan is evidenced by, among other things, that certain Promissory Note A-1, Promissory Note A-2 and Promissory Note A-3 in the aggregate principal amount of $350,000,000.00) each dated as of the date hereof and made by Borrowers in favor of Lender (together with all extensions, renewals, replacements, restatements or other modifications thereof, whether one or more being hereinafter collectively referred to as the “Note”);
ASSIGNMENT OF RENTS AND LEASESAssignment of Rents and Leases • February 25th, 2014 • Glimcher Realty Trust • Real estate investment trusts • Michigan
THIS ASSIGNMENT OF RENTS AND LEASES (“Assignment”) is made and entered into as of December 18, 2013 by AHC WASHTENAW, LLC, a Delaware limited liability company, (“Assignor”), with the address of 180 East Broad Street, Columbus, Ohio 43215, for the benefit of SECURITY LIFE OF DENVER INSURANCE COMPANY, a Colorado corporation (“Assignee”), with the address of c/o ING Investment Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349.
