$90,000,000 Promissory Note between Puente Hills Mall, LLC and Eurohypo AG, New York Branch (June 3, 2008)

Summary

Puente Hills Mall, LLC has issued a promissory note to Eurohypo AG, New York Branch, promising to repay a $90 million loan. The note outlines the repayment terms, interest rates, and conditions as set forth in a related loan agreement. The agreement allows for acceleration of repayment if certain events occur and includes provisions for changes in interest based on a hedge agreement. The note is governed by New York law and cannot be assigned except under specific conditions.

EX-10.135 23 grt_ex10135.txt PROMISSORY NOTE, DATED AS OF JUNE 3, 2008, ISSUED BY PUENTE HILLS MALL, LLC IN THE AMOUNT OF NINETY MILLION DOLLARS ($90,000,000) (ISSUED IN CONNECTION WITH $90 MILLION DOLLAR LOAN TO PUENTE HILLS MALL, LLC FROM EUROHYPO AG, NEW YORK BRANCH). EXHIBIT 10.135 PROMISSORY NOTE $90,000,000 June 3, 2008 FOR VALUE RECEIVED, PUENTE HILLS MALL, LLC, a Delaware limited liability company ("Borrower"), hereby promises to pay to EUROHYPO AG, NEW YORK BRANCH (the "Lender"), for account of its respective Applicable Lending Offices provided for by the Agreement referred to below, at the principal office of EUROHYPO AG, NEW YORK BRANCH, at 1114 Avenue of the Americas, 29th Floor, New York, New York 10036, the principal sum of NINETY MILLION AND NO/100 Dollars ($90,000,000.00) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to Borrower under the Agreement), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Agreement. The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by the Lender to Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any continuation thereof, provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of Borrower to make a payment when due of any amount owing under the Agreement or hereunder in respect of the Loans made by the Lender. This Note is one of the Notes referred to in the Loan Agreement dated as of June 3, 2008 (as modified, supplemented, extended and in effect from time to time, the "Agreement") between Borrower, the lenders party thereto (including the Lender) and Eurohypo AG, New York Branch, as Administrative Agent, and evidences Loans made by the Lender thereunder. Terms used but not defined in this Note have the respective meanings assigned to them in the Agreement. The Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein. Except as permitted by Sections 12.9 and 12.24 of the Agreement, this Note may not be assigned by the Lender to any other Person. This Note shall be governed by, and construed in accordance with, the law of the State of New York without regard to conflicts of laws principles other than Section 5-1401 of the General Obligations Law of the State of New York. As long as a Hedge Agreement with a Eurohypo Counterparty is in effect, the interest payable under this Note shall be increased or decreased from time to time in accordance with such Hedge Agreement. Therefore, this Note also evidences such amounts as may become due and payable by Borrower under the Hedge Agreement with the Eurohypo Counterparty, including, without limitation, any amount payable upon or in connection with termination of such Hedge Agreement, all of which sums shall be deemed to constitute "Additional Interest" evidenced hereby and payable pursuant to this Note and in accordance with the terms and provisions of the Hedge Agreement with a Eurohypo Counterparty. BORROWER: PUENTE HILLS MALL, LLC, a Delaware limited liability company By: PUENTE HILLS MALL REIT, LLC, a Delaware limited liability company, its sole member By: OG RETAIL HOLDING CO., LLC, a Delaware limited liability company, its managing member By: GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, its administering member By: GLIMCHER PROPERTIES CORPORATION, a Delaware corporation, its sole general partner By: /s/ Mark E. Yale ----------------------------------- Name: Mark E. Yale ----------------------------------- Title Executive Vice President & Chief Financial Officer -----------------------------------