Allonge to Promissory Note between LaSalle Bank National Association and Puente Hills Mall, LLC

Summary

This agreement, dated December 29, 2005, is an allonge to a promissory note originally issued by Passco PHM, LLC and Passco Colima, LLC to Greenwich Capital Financial Products, Inc., and now held by LaSalle Bank National Association as trustee. The property securing the loan has been transferred to Puente Hills Mall, LLC, which now assumes all obligations under the original loan documents. The terms of the loan remain unchanged, and Puente Hills Mall, LLC is now responsible for all payments and obligations under the note.

EX-10.41 6 glimcher_10k-ex1041.txt ALLONGE TO PROMISSORY NOTE Exhibit 10.41 ALLONGE TO NOTE --------------- This Allonge is to be firmly affixed and attached to the Note as a part thereof. - -------------------------------------------------------------------------------- December 29, 2005 A. LASALLE BANK NATIONAL ASSOCIATION, as Trustee for the Registered Holders of Greenwich Capital Funding Corp. Commercial Mortgage Trust 2003-C1, Commercial Mortgage Pass-Through Certificates, Series 2003-C1 ("Lender"), is the owner and holder of that certain Promissory Note dated May 9, 2003 (the "Note"), evidencing a loan in the original principal amount of $92,000,000.00 (the "Loan"), made by PASSCO PHM, LLC, a Delaware limited liability company and PASSCO COLIMA, LLC, a Delaware limited liability company (together with each of the other borrowers who assumed the Loan as contemplated in Section 5.26.2 of the Loan Agreement (defined below), the "Original Borrowers"), in favor of Greenwich Capital Financial Products, Inc. ("Original Lender"). B. Pursuant to that certain Deed of Trust, Assignment of Leases and Rents and Security Agreement of even date with the Note (the "Mortgage"), Original Borrowers mortgaged, gave, granted, bargained, sold, aliened, enfeoffed, conveyed, confirmed, pledged, assigned and hypothecated all of its right, title and interest in, to and under the property described in the Mortgage (the "Property"). The Note, Mortgage, Loan Agreement (as defined in the Note) and all other documents executed in connection with the Loan are collectively referred to as the "Loan Documents". C. Original Lender transferred, assigned and conveyed all of its right, title and interest in and to the Loan Documents to Lender, and Lender is the current holder of Original Lender's interest in the Loan and the Loan Documents. D. Original Borrowers, with the consent of Lender, have transferred the Property to Puente Hills Mall, LLC, a Delaware limited liability company, ("Assuming Borrower") subject to the Mortgage and other Loan Documents and Assuming Borrower has assumed each and every obligation of Original Borrowers under the Loan Documents (the "Assumption"). In connection with the Assumption, Original Borrowers and Assuming Borrower and the other parties named therein executed and delivered to the Lender a Loan Assumption and Substitution Agreement (the "Assumption Agreement") of even date herewith. FOR VALUE RECEIVED, the Assuming Borrower represents, warrants and agrees, in favor of Lender, its successors and assigns, as follows: 1. Confirmation of Recitals. Each of the foregoing statements is incorporated herein and is made a part hereof. 2. Loan Terms to Remain Same. The terms of the Note, including, without limitation, the rate of interest accrual and the amount of monthly installments due thereunder are unchanged and shall remain in full force and effect, enforceable against Assuming Borrower in accordance therewith. 3. Confirmation of Obligations. Assuming Borrower hereby confirms its obligation to pay, perform and discharge each and every obligation of payment and performance under and pursuant to the Note in accordance with its terms. 4. Miscellaneous. This Allonge shall be interpreted, construed and enforced according to the laws of the State where the real property secured by the Mortgage is located, and shall be binding upon and inure to the benefit of the Assuming Borrower and Lender and their respective heirs, personal representatives, legal representatives, successors-in-title and assigns whether by voluntary action of the parties or by operation of law. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the undersigned has executed and delivered this Allonge to the Note as of the date and year first above written. ASSUMING 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/ George A. Schmidt -------------------------------- George A. Schmidt, as Executive Vice President