EXHIBIT 10.129
NOTE
$10,000,000.00
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 Ten Million Dollars ($10,000,000.00), 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
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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.
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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
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