PROMISSORY NOTE
October 22, 2008
Glimcher Northtown Venture, LLC, a limited
liability company organized under the laws of the State of Delaware
(“Glimcher Borrower”) and GB Northtown, LLC, a limited
liability company organized under the laws of the State of Delaware
(“GB Borrower” and collectively with Glimcher Borrower,
the “Borrower”) hereby promise to pay to the order of
U.S. BANK NATIONAL ASSOCIATION (the “Lender”) the
aggregate unpaid principal amount of all Loans made by the Lender
to the Borrower pursuant to Article II of the Term Loan Agreement
(as the same may be amended or modified, the
“Agreement”) hereinafter referred to, in immediately
available funds at the main office of KeyBank National Association
in Cleveland, Ohio, as Administrative Agent, together with interest
on the unpaid principal amount hereof at the rates and on the dates
set forth in the Agreement. The Borrower shall pay
remaining unpaid principal of and accrued and unpaid interest on
the Loans in full on the Maturity Date or such earlier date as may
be required under the Agreement.
The Lender shall, and is hereby authorized to,
record on the schedule attached hereto, or to otherwise record in
accordance with its usual practice, the date and amount of each
Loan and the date and amount of each principal payment
hereunder.
This Note is one of the Notes issued pursuant
to, and is entitled to the benefits of, the Term Loan Agreement,
dated as of October ____, 2008 among the Borrower, Glimcher
Properties Limited Partnership, a Delaware limited partnership,
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.
If there is a Default under the Agreement or any
other Lo
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