0001437749-12-001740 Sample Contracts

LIMITED GUARANTY
Limited Guaranty • February 24th, 2012 • Glimcher Realty Trust • Real estate investment trusts • Kansas

THIS LIMITED GUARANTY (this “Guaranty”) dated as of January 12, 2012 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 ING LIFE INSURANCE AND ANNUITY COMPANY, a Connecticut corporation (“Lender”).

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AMENDED AND RESTATED PARENT GUARANTY
Parent Guaranty • February 24th, 2012 • Glimcher Realty Trust • Real estate investment trusts • Ohio

This Amended and Restated Parent Guaranty (“Guaranty”) is made as of October 12, 2011 by Glimcher Realty Trust, a real estate investment trust organized under the laws of the State of Maryland (“Glimcher Trust”) and Glimcher Properties Corporation, a Delaware corporation (“Glimcher Properties”, and together with Glimcher Trust, collectively, the “Guarantors”), to and for the benefit of KeyBank National Association, individually (“KeyBank”) and as administrative agent (“Administrative Agent”) for itself and the lenders under the Credit Agreement (as defined below) and their respective successors and assigns (collectively, the “Lenders”).

THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 12, 2011 AMONG GLIMCHER PROPERTIES LIMITED PARTNERSHIP AS BORROWER KEYBANK NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT KEYBANC CAPITAL MARKETS INC. AS JOINT LEAD ARRANGER BANK OF...
Credit Agreement • February 24th, 2012 • Glimcher Realty Trust • Real estate investment trusts • Ohio

This Third Amended and Restated Credit Agreement (the “Agreement”) dated as of October 12, 2011, 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”.

TERM LOAN AGREEMENT DATED AS OF DECEMBER 6, 2011 AMONG LEAWOOD TCP, LLC AND GLIMCHER PROPERTIES LIMITED PARTNERSHIP, AS BORROWERS AND KEYBANK NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT AND LEAD ARRANGER AND THE SEVERAL LENDERS FROM TIME TO TIME...
Assignment Agreement • February 24th, 2012 • Glimcher Realty Trust • Real estate investment trusts • Ohio

This Term Loan Agreement, dated as of December 6, 2011, is among Leawood TCP LLC, a limited liability company organized under the laws of the State of Delaware (the “Owner”) and Glimcher Properties Limited Partnership, a limited partnership organized under the laws of the State of Delaware (“GPLP” and collectively with Owner, the “Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent.”

PERFORMANCE SHARE AWARD AGREEMENT Issued Pursuant to the Glimcher Realty Trust Amended and Restated
Performance Share Award Agreement • February 24th, 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 2011 Glimcher Long-Term Incentive Compensation Plan (the “Incentive Plan”), which was adopted on February 16, 2011, in accordance with the Company’s Amended and Restated 2004 Incentive Compensation Plan (the “Plan”). This Award is made pursuant to and subject to the terms and conditions of the Plan and the Incentive 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 Perfor

AMENDED AND RESTATED SUBSIDIARY GUARANTY
Subsidiary Guaranty • February 24th, 2012 • Glimcher Realty Trust • Real estate investment trusts • Ohio

This Amended and Restated Subsidiary Guaranty (the “Guaranty”) is made as of October 12, 2011 by the parties identified in the signature pages thereto, and any Joinder to Guaranty hereafter delivered (collectively, the “Subsidiary Guarantors”), to and for the benefit of KeyBank National Association, individually (“KeyBank”) and as administrative agent (“Administrative Agent”) for itself and the lenders under the Credit Agreement (as defined below) and their respective successors and assigns (collectively, the “Lenders”).

NOTE
Note • February 24th, 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 December 6, 2011 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.

Contract
Environmental Indemnification Agreement • February 24th, 2012 • Glimcher Realty Trust • Real estate investment trusts
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