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CONSOLIDATED, AMENDED AND RESTATED
NOTE
$127,500,000 New York, New York
June 30, 2000
WHEREAS, Lender is the present owner and holder of those
certain promissory notes described on Exhibit A attached hereto and incorporated
herein (the "Existing Notes"), which Existing Notes evidence an indebtedness of
owing to Lender in the current outstanding principal amount of $31,500,000;
WHEREAS, on the date hereof and pursuant to the terms of this
Note, Lender is making an additional loan advance to Borrower in the principal
amount of $96,000,000 (the "Additional Advance") so that the combined
outstanding principal balance of this Note and the Existing Notes on the date
hereof is $127,500,000;
WHEREAS, Borrower and Lender have agreed in the manner
hereinafter set forth to consolidate, amend, modify and restate in their
entirety the terms and provisions of the Existing Notes, on the terms and
conditions hereinafter set forth; and
WHEREAS, Borrower intends these Recitals to be a material part
of this Note.
NOW THEREFORE, in consideration of the foregoing premises and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Borrower and Lender agree as follows:
I. The Existing Notes and the indebtedness evidenced thereby
are hereby combined and consolidated together and combined and consolidated with
the Additional Advance so that together they shall constitute in law but one
indebtedness in the principal sum of $127,500,000, together with interest
thereon as hereinafter provided. The terms, covenants, conditions and provisions
of the Existing Notes, as so combined and consolidated, are hereby modified,
amended and restated in their entirety
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so that henceforth the terms, covenants, conditions and provisions of the
Existing Notes shall read and be as set forth in this Note and Borrower agrees
to comply with and be subject to all of the terms, covenants and conditions of
this Note.
II. The parties hereto certify that this Note evidences the
same indebtedness evidenced by the Existing Notes, as increased by the
Additional Advance, and evidences no further or other indebtedness or obligation
other than the Additional Advance. Neither this Note nor anything contained
herein shall be construed as a novation of Borrower's indebtedness to Lender or
of the Existing Notes, which shall remain in full force and effect as hereby
consolidated, confirmed, modified, restated and superseded.
III. This Note is an extension and continuation of the
existing indebtedness evidenced by the Existing Notes, as increased by the
Additional Advance, and is issued in replacement of and substitution for the
Existing Notes.
IV. The Existing Notes, as consolidated, modified and restated
in their entirety pursuant to this Note, and the obligations of Borrower
thereunder, as increased by the Additional Advance, are hereby ratified and
confirmed, and shall remain in full force and effect until the full performance
and satisfaction of all obligations of Borrower under this Note.
V. For value received, GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership (the "Borrower") promises to pay to
the order of PRUDENTIAL SECURITIES CREDIT CORP., LLC (the "Lender"), for the
account of Lender, the unpaid principal amount of each Loan made by the Lender
to the Borrower pursuant to the Credit Agreement referred to below on the
Maturity Date of such Loan. The Borrower promises to pay interest on the unpaid
principal amount of each such Loan on the dates and at the rate or rates
provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of Lender under the Credit Agreement
(as defined below).
VI. All Loans made by the Lender, the respective types and
maturities thereof and all repayments of the principal thereof shall be recorded
by the Lender and, if the Lender so elects in connection with any transfer or
enforcement hereof, appropriate notations to evidence the foregoing information
with respect to each such Loan then outstanding may be endorsed by the Lender on
the schedule attached hereto, or on a continuation of such schedule attached to
and made a part hereof; provided that
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the failure of the Lender to make any such recordation or endorsement shall not
affect the obligations of the Borrower hereunder or under the Credit Agreement.
VII. This Note is one of the Notes referred to in the Credit
Agreement, dated as of June 30, 2000, among the Borrower and Prudential
Securities Credit Corp., LLC, as Lender (as the same may be amended from time to
time, the "Credit Agreement"). Terms defined in the Credit Agreement are used
herein with the same meanings. Reference is made to the Credit Agreement for
provisions for the prepayment hereof and the acceleration of the maturity
hereof.
SIGNATURE PAGE FOLLOWS
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GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
a Delaware limited partnership
By: GLIMCHER PROPERTIES CORPORATION, a
Delaware corporation, its sole general partner
By: /s/ George A. Schmidt
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Name: George A. Schmidt
Title: Executive Vice President
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EXHIBIT A
Existing Notes
1. Amended and Restated Promissory Note, dated April 26, 1999, in the original
principal amount of $21,500,000 from Glimcher Properties Limited Partnership, a
Delaware limited partnership and Glimcher Properties Corporation, a Delaware
corporation, in favor of Lehman Brothers Holdings Inc., a Delaware corporation,
d/b/a Lehman Capital, a Division of Lehman Brothers Holdings Inc., as amended.
2. Promissory Note, dated March 1, 2000, in the original principal amount of
$10,000,000, from Glimcher Properties Limited Partnership, a Delaware limited
partnership and Glimcher Properties Corporation, a Delaware corporation, in
favor of Lehman Brothers Holdings Inc., a Delaware corporation, d/b/a Lehman
Capital, a Division of Lehman Brothers Holdings Inc., as amended.
Exhibit A - 1
