SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

 

 

 

This Second Amendment to Amended and Restated Credit Agreement (the “Amendment”) dated as of April 27, 2010, is among Glimcher Properties Limited Partnership, a limited partnership organized under the laws of the State of Delaware (the “Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively, the “Lenders”), and KeyBank National Association, not individually, but as “Administrative Agent”.

 

 

A.           The Borrower is primarily engaged in the business of purchasing, owning, operating, leasing and managing retail properties.

 

B.           The Borrower, the Administrative Agent and the Lenders are parties to an Amended and Restated Credit Agreement dated as of December 14, 2006, as amended by a Comprehensive Amendment thereto dated as of March 4, 2010 (as amended, the Credit Agreement”).

 

C.           The Borrower has requested that the Administrative Agent and the Lenders enter into this Amendment to amend the Credit Agreement to modify one of the definitions therein relating to a financial covenant of the Borrower thereunder.  The Administrative Agent and the Lenders have agreed to do so, on the terms set forth herein.

 

 

NOW, THEREFORE, with reference to the foregoing Recitals, all of which are incorporated herein by this reference, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1.           The following Definition from Article 1A of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

 

“Fixed Charges” shall mean, for any period, the sum of (i) Consolidated Debt Service, (ii) all dividends payable on account of preferred stock or preferred operating partnership units of the Borrower or any other Person in the Glimcher Group, provided that if Glimcher Realty Trust issues perpetual preferred stock yielding gross proceeds in excess of $50,000,000, in the aggregate, during the 90-day period following the “Amendment Effective Date” (as defined in the Second Amendment to this Agreement), then the dividends on the portion of such stock issuance which yields gross proceeds in excess of $50,000,000 shall be permanently excluded from this calculation (provided that such exclusion shall only apply to the dividends on those shares of such perpetual preferred stock generating a max imum of an additional $50,000,000 of gross proceeds in excess of the first $50,000,000 of such gross proceeds); (iii) all ground lease payments to the extent not deducted as an expense in calculating Adjusted Annual EBITDA and (iv) plus the Glimcher Percentage of amounts payable by Joint Ventures with respect to items (ii) and (iii) above.

 

2.           This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute a single agreement.

 

3.           Other than as expressly amended herein, the Loan Agreement shall remain in full force and effect.

 

 

IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have executed this Amendment as of the date first above written.

 

GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership

By:          Glimcher Properties Corporation, its sole general partner

By: /s/ Mark E. Yale 

Name: Mark E. Yale

Title: Executive Vice President, Chief Financial Officer and Treasurer

180 East Broad Street

Columbus, OH  43215

Attention:  Richard Burkhart

Phone:   ###-###-####

Facsimile:   ###-###-####

Email:   ***@***

With copies to:

Attention:  General Counsel

Phone:   ###-###-####

Facsimile:   ###-###-####

Email:   ***@***

 

 

The undersigned, being the Parent Entities referred to herein and the signatories to the Parent Guaranty referenced herein, hereby consent to and approve of this Amendment and agree that the Parent Guaranty shall continue in full force and effect.

GLIMCHER REALTY TRUST

By: /s/ Mark E. Yale                                                                           

Name: Mark E. Yale

Title: Executive Vice President, Chief Financial Officer and Treasurer

180 East Broad Street

Columbus, OH  43215

Attention:  Richard Burkhart

Phone:   ###-###-####

Facsimile:   ###-###-####

Email:   ***@***

With copies to:

Attention:  General Counsel

Phone:   ###-###-####

Facsimile:   ###-###-####

Email:   ***@***

GLIMCHER PROPERTIES CORPORATION

By: /s/ Mark E. Yale                                                                           

Name: Mark E. Yale

Title: Executive Vice President, Chief Financial Officer and Treasurer

180 East Broad Street

Columbus, OH  43215

Attention:  Richard Burkhart

Phone:   ###-###-####

Facsimile:   ###-###-####

Email:   ***@***

With copies to:

Attention:  General Counsel

Phone:   ###-###-####

Facsimile:   ###-###-####

Email:   ***@***

 

 

KEYBANK NATIONAL ASSOCIATION,

Individually and as Administrative Agent

 

By: /s/ Kevin P. Murray                                                      

Print Name:  Kevin P. Murray

Title:  Senior Vice President

1200 Abernathy Road NE

Suite 1550

Atlanta, GA  30328

Attention:  Kevin P. Murray

Phone:   ###-###-####

Facsimile: 770 ###-###-####

 

 

EUROHYPO AG, NEW YORK BRANCH,

Individually and as Co-Syndication Agent

By: /s/ Nasir Alamdr 

Name: Nasir Alamdr 

Title: Executive Director                                                                           

 

By: /s/ Stephen Cox                                                                           

Name: Stephen Cox 

Title: Executive Director                                                                           

 

with copy to:

 

 

WACHOVIA BANK, NATIONAL

ASSOCIATION, Individually and as

Co-Syndication Agent

By: /s/ Matthew Ricketts                                                                           

Name: Matthew Ricketts                                                                           

Title: Director 

 

BANK OF AMERICA, N.A.,

Individually and as Co-Documentation Agent

By: /s/ Michael W. Edwards 

Name: Michael W. Edwards 

Title: Senior Vice President 

 

Bank of America, N.A.

231 South LaSalle Street, 10th Floor

Mail Code:  IL1-231-10-35

Chicago, IL  60604

Attention: Michael W. Edwards, Senior Vice President

Phone:   ###-###-####

Facsimile:   ###-###-####

RBS CITIZENS, N.A., d/b/a CHARTER ONE,

Individually and as Co-Documentation Agent

By: /s/ Erin L. Mahon 

Name: Erin L. Mahon 

Title: Assistant Vice President                                                                           

 

 

AAREAL CAPITAL CORPORATION

By: /s/ Terry Sweeney 

Name: Terry Sweeney 

Title: General Counsel                                                                           

 

and

By: /s/ Daniel de Roo 

Name: Daniel de Roo 

Title: Director 

 

Aareal Capital Corporation

250 Park Avenue, Suite 820

New York, NY  10177

Attention: Christoph Donner

Senior Managing Director

Phone:   ###-###-####

Facsimile:   ###-###-####

 

 

HUNTINGTON NATIONAL BANK

By:/s/ Mark Kauffman                                                                           

Name: Mark Kauffman                                                                           

Title: Senior Vice President 

 

 

 

PNC BANK, NATIONAL ASSOCIATION

By: /s/ Brent Sobczak 

Name: Brent Sobczak 

Title: Assistant Vice President                                                                           

 

 

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Anthony J. Mathena 

Name: Anthony J. Mathena 

Title: Vice President 

 

 

 

MIDFIRST BANK, a Federally Chartered Savings Association

By: _____________________________________

Name: ___________________________________

Title: ____________________________________