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NOTE

Promissory Note

NOTE | Document Parties: GLIMCHER REALTY TRUST | US BANK You are currently viewing:
This Promissory Note involves

GLIMCHER REALTY TRUST | US BANK

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Title: NOTE
Governing Law: Ohio     Date: 7/25/2008
Industry: Real Estate Operations     Sector: Services

NOTE, Parties: glimcher realty trust , us bank
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EXHIBIT 10.128

                                      NOTE

$5,000,000.00                                                      April 23, 2008

     FOR VALUE RECEIVED, CATALINA PARTNERS, L.P., a Delaware limited
partnership, having an office at 180 East Broad Street, 21st Floor, Columbus,
Ohio 43215 ("Borrower"), promises to pay to the order of U.S. BANK NATIONAL
ASSOCIATION, a national banking association, and its successors and assigns
("U.S. Bank") having an office at 10 West Broad Street, 12th Floor, Columbus,
Ohio 43215 at U.S. Bank's office aforesaid, or at such other place as U.S. Bank,
as administrative agent under the Loan Agreement, may designate, the principal
sum of Five Million Dollars ($5,000,000.00), or so much thereof as may be
advanced by U.S. Bank to Borrower from time to time, together with interest on
the unrepaid advances of said principal sum from date of disbursement by U.S.
Bank and with all other charges herein provided, payable in cash, at the rates
and in the manner hereinafter set forth.

                                 1. DEFINITIONS

     The following terms wherever used in this Note shall have the following
meanings:

     1.1. "Adjusted One Month LIBOR Rate" shall mean the interest on each
advance hereunder shall accrue at an annual rate equal to 1.65% plus the
one-month LIBOR rate quoted by U.S. Bank from Reuters Screen LIBOR01 Page or any
successor thereto, which shall be that one-month LIBOR rate in effect two New
York Banking Days prior to the Reprice Date, adjusted for any reserve
requirement and any subsequent costs arising from a change in government
regulation, and such rate to be reset monthly on each Reprice Date. If the
initial advance under this Note occurs other than on the Reprice Date, the
initial one-month LIBOR rate shall be that one-month LIBOR rate in effect two
New York Banking Days prior to the date of the initial advance, which rate plus
the percentage described above shall be in effect until the first day of the
next Reprice Date. U.S. Bank's internal records of applicable interest rates
shall be determinative in the absence of manifest error.

     1.2. "Adjusted Three Month LIBOR Rate" shall mean the interest on each
advance hereunder shall accrue at an annual rate equal to 1.65% plus the
three-month LIBOR rate quoted by U.S. Bank from Reuters Screen LIBOR01 Page or
any successor thereto, which shall be that three-month LIBOR rate in effect two
New York Banking Days prior to the Reprice Date, adjusted for any reserve
requirement and any subsequent costs arising from a change in government
regulation, and such rate to be reset on each Reprice Date. If the initial
advance under this Note occurs other than on the Reprice Date, the initial
three-month LIBOR rate shall be that three-month LIBOR rate in effect two New
York Banking Days prior to the date of the initial advance, which rate plus the
percentage described above shall be in effect until the first day of the next
Reprice Date. U.S. Bank's internal records of applicable interest rates shall be
determinative in the absence of manifest error.

     1.3. "Adjusted Two Month LIBOR Rate" shall mean the interest on each
advance hereunder shall accrue at an annual rate equal to 1.65% plus the
two-month LIBOR rate quoted by U.S. Bank from Reuters Screen LIBOR01 Page or any
successor thereto, which shall be that two-month LIBOR rate in effect two New
York Banking Days prior to the Reprice Date, adjusted for any reserve
requirement and any subsequent costs arising from a change in government
regulation, and such rate to be reset on each Reprice Date. If the initial
advance under this Note occurs other than on the Reprice Date, the initial
two-month LIBOR rate shall be that two-month LIBOR rate in effect two New York
Banking Days prior to the date of the initial advance, which rate plus the
percentage described above shall be in effect until the first day of the next
Reprice Date. U.S. Bank's internal records of applicable interest rates shall be
determinative in the absence of manifest error.

     1.4. "Conversion Option" shall mean the option of Borrower to convert the
interest rate being charged hereunder to a rate permitted hereunder (the
"Elected Rate"). From the date hereof the rate being charged hereunder, shall be
either the Adjusted One Month LIBOR Rate, the Adjusted Two Month LIBOR Rate, the
Adjusted Three

<PAGE>

Month LIBOR Rate or the Prime Rate. In the absence of an election the Adjusted
One Month LIBOR Rate shall be deemed to have been elected. Once an Elected Rate
has been selected, that Elected Rate, as such may be adjusted as provided
herein, will be in effect until Borrower has effectively exercised a Conversion
Option. A Conversion Option may only be effectively made if Borrower has given
U.S. Bank a valid Notice of Election. Such Notice of Election shall be
applicable and applied to all notes executed and delivered pursuant to the Loan
Agreement. If an Event of Default has occurred, has been declared by U.S. Bank
and is continuing, Borrower shall be deemed to have made a Conversion Option (at
the end of the applicable interest rate period if the Prime Rate, the Adjusted
Two Month LIBOR Rate, or the Adjusted Three Month LIBOR Rate is the Elected Rate
at the time of the Event of Default) electing the Adjusted One Month LIBOR Rate.
The Elected Rate may not be converted prior to the end of the applicable
Interest Period.

     1.5. "Default Rate of Interest" shall mean an interest rate equal to three
percent (3.00%) per annum plus the applicable rate of interest being charged
hereunder.

     1.6. "Elected Rate" shall mean the Elected Rate as set forth in the
definition of the Conversion Option. The Elected Rate shall be applied to the
entire outstanding principal balance and the Elected Rate shall be the same
Elected Rate for each of the notes executed and delivered pursuant to the Loan
Agreement.

     1.7. "Event of Default" shall have the meaning set forth in the Loan
Agreement.

     1.8. "Guarantor" shall mean Glimcher Properties Limited Partnership, a
Delaware limited partnership.

     1.9. "Guaranty" shall mean collectively the Unconditional Guaranty of
Payment and Performance, of even date herewith, made by Guarantor to U.S. Bank
to guarantee payment and performance in accordance with the terms and conditions
of the Loan Documents.

     1.10. "Indebtedness" shall mean every sum payable to U.S. Bank by Borrower
in accordance with the terms and conditions of the Loan Documents.

     1.11. "Interest Period" shall mean a period commencing on the day a LIBOR
Rate Advance shall be made by U.S. Bank and ending on the date one month, three
months or six months thereafter as applicable, provided, that (i) any Interest
Period with respect to a LIBOR Rate Advance that shall commence on the last
LIBOR Business Day of the calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last LIBOR Business Day of the appropriate subsequent calendar
month; and (ii) each Interest Period with respect to a LIBOR Rate Advance that
would otherwise end on a day which is not a LIBOR Business Day shall end on the
next succeeding LIBOR Business Day or, if such next succeeding LIBOR Business
Day falls in the next succeeding calendar month, on the next preceding LIBOR
Business Day.

     1.12. LIBOR Rate Advance" shall mean any amount owed by Borrower under the
Note that bears interest at a rate calculated with reference to either the
Adjusted One Month LIBOR Rate, the Adjusted Two Month LIBOR Rate or the Adjusted
Three Month LIBOR Rate.

     1.13. "LIBOR Business Day" shall mean a day which is both a New York
Banking Day and a day on which dealings in U.S. dollar deposits are carried out
in the London interbank market.

     1.14. "Loan Agreement" shall mean that certain Loan Agreement of even date
herewith by and between Borrower and U.S. Bank as lender and as administrative
agent, pursuant to which this Note shall be disbursed.

     1.15. "Loan Documents" shall mean collectively the Loan Agreement, Note,
any other notes executed and delivered pursuant to the Loan Agreement, Mortgage,
Guaranty and any other instrument, document, certificate or affidavit
heretofore, now or hereafter given by Borrower evidencing or securing or by
Guarantor guaranteeing all or any part of the foregoing.


                                        2
<PAGE>

     1.16. "Mortgage" shall mean that certain Open-End Fee Mortgage, Leasehold
Mortgage Assignment of Rents and Security Agreement and Fixture Filing, of even
date herewith, made by Borrower to U.S. Bank as administrative agent, to secure
pay  


 
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