NOTE

 

                                                                  EXHIBIT 10.111

                                      NOTE

 

 

U.S. $6,000,000.00                                                 Columbus, Ohio

                                                                ___________, 2005

 

     FOR VALUE RECEIVED, EM COLUMBUS, LLC, a Delaware limited liability company

having an office at 150 East Gay Street, Columbus, Ohio 43215 ("Borrower"),

promises (jointly and severally if more than one) to pay to the order of THE

HUNTINGTON NATIONAL BANK, a national banking association, having an office at 41

South High Street, Columbus, Ohio 43215 ("Huntington," which term shall include

any subsequent holder hereof), at Huntington's office aforesaid, or at such

other place as Huntington may designate, the principal sum of Six Million And

00/100 Dollars ($6,000,000.00), or so much thereof as may be advanced by

Huntington to Borrower from time to time, together with interest on the unrepaid

advances of said principal sum from date of disbursement by Huntington 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 "Daily LIBO Rate" shall mean, with respect to any Daily LIBO Rate

Advance, the per annum rate that is determined daily and is equal to the

quotient of:

 

          (a) the actual or estimated arithmetic mean of the per annum rates of

interest at which deposits in U.S. dollars for a period of one (1) month and in

an aggregate amount comparable to the amount of such Daily LIBO Rate Advance are

being offered to U.S. banks by one or more prime banks in the London interbank

market on the LIBO business day on which the determination is made, or, if

determination is made on a day other than a LIBO business day, on the most

recently elapsed LIBO business day as determined by Huntington in its discretion

based upon reference to information appearing on page LIBOR01, captioned

"British Bankers Assoc. Interest Settlement Rates," of the Reuters America

Network, a service of Reuters America Inc. (or such other page that may replace

that page on that service for the purpose of displaying London interbank offered

rates) or any comparable index selected by Huntington, the obtaining of rate

quotations, or any other reasonable procedure, calculated to five places to the

right of the decimal point, all as determined by Huntington; divided by

 

          (b) a percentage equal to 100% minus the rate (expressed as a

percentage), if any, at which reserve requirements are imposed on Huntington, as

of the most recent LIBO business day, with respect to any "Eurocurrency

liabilities" under Regulation D of the Board of Governors of the Federal Reserve

System or any other regulations of any governmental authority having

jurisdiction with respect thereto (including, without limitation, any marginal,

emergency, supplemental, special or other reserves) for a 1 month term. This

provision is for the benefit of Huntington and is not intended to increase the

expected yield to Huntington above the rates of interest provided for in this

Agreement.

 

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     1.2 "Daily LIBO Rate Advance" shall mean any amount advanced as part of the

loan, which shall bear interest at a rate calculated with reference to the Daily

LIBO Rate. "LIBO business day" shall mean, with respect to any Daily LIBO Rate

Advance, a day which is both a day on which Huntington is open for business and

a day on which dealings in U.S. dollar deposits are carried out in the London

interbank market. Subject to any maximum or minimum interest rate limitation

specified herein or by applicable law, the rate of interest on every Daily LIBO

Rate Advance obtained hereunder shall change automatically without notice to the

undersigned immediately with each change in the Daily LIBO Rate.

 

     1.3 "Debt Service Coverage Ratio" shall mean the ratio of Net Operating

Income to Assumed Debt Service. "Assumed Debt Service" shall mean the amount of

principal and interest that would be due on a loan in the amount of Forty Two

Million And 00/100 ($42,000,000.00) being amortized in equal consecutive monthly

payments over twenty (20) years at an interest rate equal to the per annum rate

payable on ten-year United States Treasury Securities as published in the most

recent edition of Federal Reserve Statistical Release H.15 (519) preceding the

date of testing, plus two and one half (2.50%) per annum. "Net Operating Income"

shall mean all rents and revenues of the Project and Property based on executed

leases less pro forma expenses of the Project and Property, as set forth in the

appraisal provided to Huntington and acceptable to Huntington and/or in the

leases, exclusive of any payment of interest or principal on the Note and of any

charges or fees for the services of Borrower, its members, their respective

families or any party or entity financially affiliated with any of the same.

 

     1.4 "Default Rate of Interest" shall mean an interest rate equal to the sum

of two percent (2%) per annum plus the Prime Commercial Rate.

 

     1.5 "Event of Default" shall have the meaning set forth in Section 5 of

this Note.

 

     1.6 "Guaranties" shall mean, collectively, the Unconditional Guaranties of

Payment and Performance, of even date herewith, made by each of the Guarantors

to Huntington to guarantee payment and performance in accordance with the terms

and conditions of the Loan Documents.

 

     1.7 "Guarantors" shall mean Glimcher Properties Limited Partnership and

Glimcher Properties Corporation.

 

     1.8 "Indebtedness" shall mean every sum payable to Huntington by Borrower

in accordance with the terms and conditions of the Loan Documents.

 

     1.9 "Interest Period" shall mean with respect to any Quoted LIBO Rate

Advance, an initial period commencing, on the day such an advance shall be made

by Huntington, and ending on the date one (1) month, thereafter, provided that

any Interest Period with respect to a Quoted LIBO Rate Advance that shall

commence on the last LIBO business day of the calendar month (or on any day for

which there is no numerically corresponding day in the appropriate subsequent

 

 

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calendar month) shall end on the last LIBO business day of the appropriate

subsequent calendar month; and each Interest Period with respect to a Quoted

LIBO Rate Advance that would otherwise end on a day which is not a LIBO business

day shall end on the next succeeding LIBO business day or, if such next

succeeding LIBO business day falls in the next succeeding calendar month, on the

next preceding LIBO business day.

 

     1.10 "Loan Documents" shall mean, collectively, this Note, the note dated

December 22, 2003 executed by Borrower to Huntington, the Mortgage, the Loan

Commitment Letter and the Construction Loan Agreement, as those terms are

defined in the Mortgage the Guaranties, the Mortgage Modification, as

hereinafter defined, and any other instrument, document, certificate or

affidavit heretofore, now or hereafter given by Borrower evidencing or securing,

or by any of the Guarantors guaranteeing, all or any part of the foregoing.

 

     1.11 "Mortgage" shall mean that certain Open-End Mortgage, Assignment of

Rents and Security Agreement, of even date herewith, made by Borrower to

Huntington to secure payment and performance by Borrower of the Loan Documents.

 

     1.12 "Mortgage Modification" shall mean that certain Open-End Mortgage

Modification of Mortgage, of even date herewith, made by Borrower to Huntington

adding land acquired subsequent to the execution and delivery of the Mortgage

and securing the Note and the note dated December 22, 2003 executed by Borrower

to Huntington.

 

     1.13 "Mortgaged Property" shall have the meaning defined in the Mortgage as

modified by the Modification of Mortgage.

 

     1.14 "Note" shall mean this Note and any and all renewals, amendments,

modifications, reductions and extensions hereof and substitutions hereof.

 

     1.15 "Prime Commercial Rate" shall mean the interest rate established from

time to time by Huntington as its Prime Commercial Rate, based upon its

consideration of economic, money market, business and competitive factors, and

not necessarily the most favorable rate of Huntington. If for any reason,

Huntington ceases to establish a Prime Commercial Rate, then the interest rate

calculations required herein shall be determined based upon a comparable rate in

Columbus, Ohio, selected by Huntington.

 

     1.16 "Project" shall mean the multi-tenant mall known as Eastland Mall,

located at Refugee Road and Hamilton Road in Columbus, Ohio.

 

     1.17 "Property" shall mean the real property described in the Mortgage as

modified by the Modification of Mortgage.

 

     1.18 "Quoted LIBO Rate" shall mean with respect to any Quoted LIBO Rate

Advance and the related Interest Period, the per annum rate that is equal to the

quotient of:

 

          (i)   the actual or estimated arithmetic mean of the per annum rates of

               interest at which deposits in U.S. dollars for the related

               Interest Period and in an aggregate amount comparable to the

               amount of such Quoted LIBO Rate Advance are being offered to U.S.

 

 

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                banks by one or more prime banks in the London interbank market,

               as determined by Huntington in its discretion based upon

               reference to information which appears on page LIBOR01 captioned

               "British Bankers Assoc. Interest Settlement Rates," of the

               Reuters American Network, a service of Reuters America, Inc. (or

               such other page that may replace that page on that service for

               the purpose of displaying London interbank offered rates), or, if

               such service ceases to be available or ceases to be used by

               Huntington, such other reasonably comparable money rate service

               selected by Huntington, the obtaining of rate quotations, or any

               other reasonable procedure, at approximately 11:00 a.m. London,

               England time, on the second LIBO Business Day prior to the first

               day of the related Interest Period; all as determined by

               Huntington, divided by

 

          (ii) a percentage equal to 100% minus the rate (expressed as a

               percentage), if any, at which reserve requirements are imposed on

               Huntington, on the second LIBO Business Day prior to the first

                day of the related Interest Period, with respect to any

               "Eurocurrency liabilities" under Regulation D of the Board of

               Governors of the Federal Reserve System or any other regulations

               of any governmental authority having jurisdiction with respect

               thereto (including, without limitation, any marginal, emergency,

               supplemental, special or other reserves) for a term comparable to

               such Interest Period. This provision is for the benefit of

               Huntington and is not intended to increase the expected yield to

               Huntington above the rates of interest provided for in the Note.

 

     1.19 "Quoted LIBO Rate Advance" shall mean any amount advanced under the

Note which shall bear interest at a rate calculated with reference to the Quoted

LIBO Rate.

 

     1.21 "Stated Maturity Date" shall mean January 1, 2007.

 

     1.22 "Variable Rate" shall mean a variable rate of interest, which shall

equal the sum of two percent (2.00%) per annum plus the Daily LIBO Rate or the

Quoted LIBO Rate as the case may be. Until the entire principal amount hereof

has been advanced, the LIBO component of any amount advanced as part of the loan

shall bear interest at the Daily LIBO Rate. Following disbursements of the full

principal balance of the loan evidenced hereby, at Borrower's option, the LIBO

component of the Variable Rate may either be the Daily LIBO Rate of the quoted

LIBO Rate. The Variable Rate shall be further adjusted as follows: when there

exists a Debt Service Coverage Ratio (as heretofore defined) of 1.10 to 1 the

variable rate shall equal the sum of one and 90/100 percent (1.90%) per annum

plus the Daily LIBO Rate or the Quoted LIBO Rate; when there exists a Debt

Service Coverage Ratio of 1.20 to 1, the Variable Rate shall equal the sum of

one and 85/100 percent (1.85%) per annum plus the Daily LIBO Rate or the Quoted

LIBO Rate and when there exists a Debt Service Coverage Ratio of 1.30 to 1, the

Variable Rate shall equal one and three-fourths percent (1.75%) per annum plus

the Daily LIBO Rate or the Quoted LIBO Rate. Borrower may elect to have the LIBO

component of the Variable Rate accrue on the entire principal amount at either

the Daily LIBO Rate or the Quoted LIBO Rate.

 

 

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                     2. PAYMENTS OF PRINCIPAL AND INTEREST

 

     2.1 The unrepaid advances of the principal sum shall bear interest at the

Variable Rate. Installments of interest shall be due and payable on each

Interest Payment Date, "Interest Payment Date" shall mean (i) the lst day of

each Interest Period in the case of a Quoted LIBO Rate advance; and (ii) in the

case of a Daily LIBO Rate Advance, the first business day of each month.

 

     2.2 For any partial month prior to the Stated Maturity Date, however,

interest on the principal sum shall be calculated and charged at a variable rate

per annum equal to the Prime Commercial Rate.

 

     2.3 All interest payable in accordance with the Note shall be calculated on

the unrepaid advances of the principal sum on the basis of the actual number of

calendar days elapsed and a year of three hundred sixty (360) days.

 

     2.4 Unless sooner paid or declared due and payable in accordance with

Subsection 5.2 of this Note, the Indebtedness shall be due and payable in full

on the Stated Maturity Date.

 

     2.5 In the event that a regulatory requirement shall (a) affect the basis

of taxation of payments to Huntington of any amounts payable by Borrower for

Quoted LIBO Rate Advances or Daily LIBO Rate Advances under this Note (other

than taxes imposed on the overall net income of Huntington by the jurisdiction,

or by any political subdivision or taxing authority of any such jurisdiction, in

which Huntington has its principal office), or (b) shall impose, modify or deem

applicable any reserve, special deposit or similar requirement against assets

of, deposits with or for the account of, or credit extended by Huntington, or

(c) shall impose any other condition, requirement or charge with respect to this

Note or the loan (including, without limitation, any capital adequacy

requirement, any requirement which affects the manner in which Huntington

allocates capital resources to its commitments or any similar requirement), and

the result of any of the foregoing change in external conditions is to increase

the actual cost to Huntington of making or maintaining the respective advance,

to reduce the actual amount of any sum receivable by Huntington thereon, or to

reduce the actual rate of return on the capital of Huntington from the actual

cost, sum receivable or rate of return applicable on the date of this Note, then

Borrower shall pay to Huntington, from time to time, upon written request of

Huntington, additional amounts sufficient to compensate Huntington for such

increased cost, reduced sum receivable or reduced rate of return (collectively,

"Reduced Earnings") to the extent Huntington is not compensated therefor in the

computation of the interest rates applicable to the Note. A detailed statement

as to the amount of such increased cost, reduced sum receivable or reduced rate

of return, prepared in good faith and submitted by Hun