First Amendment to Term Loan Agreement among Montgomery Mall Associates LP, Glimcher Properties LP, and KeyBank National Association

Summary

This amendment updates the original Term Loan Agreement between Montgomery Mall Associates Limited Partnership, Glimcher Properties Limited Partnership, and KeyBank National Association. The main change is a reduction in the interest rate margin (LIBOR Applicable Margin) to 1.65% per year. The amendment confirms that all other terms of the original agreement remain in effect. The parties also confirm that there are no existing defaults and that all representations and warranties are still accurate. The amendment becomes effective once signed by the borrower and the administrative agent.

EX-10.105 17 glimcher_10k-ex10105.txt FIRST AMENDMENT TO TERM LOAN AGREEMENT Exhibit 10.105 FIRST AMENDMENT TO TERM LOAN AGREEMENT This First Amendment to Term Loan Agreement (this "Amendment") is made as of this 13th day of January, 2006 by and among Montgomery Mall Associates Limited Partnership, a Delaware limited partnership (the "Owner") and Glimcher Properties Limited Partnership, a limited partnership organized under the laws of the State of Delaware ("GPLP" and collectively with Owner, the "Borrower"), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the "Lender") and KeyBank National Association, not individually, but as "Administrative Agent." RECITALS -------- A. Borrower and Administrative Agent are parties to a Term Loan Agreement dated as of July 31, 2005, (the "Credit Agreement"). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings described as such terms in the Credit Agreement. B. Pursuant to the terms of the Credit Agreement, the Lender made available a term loan to the Borrower of $40,000,000, which pursuant to its terms has been reduced to $25,000,000. C. Administrative Agent is making available a $30,000,000 term loan, dated as of even date herewith, to GPLP and GM Olathe, LLC, as borrowers thereunder, with respect to an asset located in Olathe, Kansas ("Olathe Term Loan"). D. Borrower has requested a reduction in the LIBOR Applicable Margin in connection with the Olathe Term Loan. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AMENDMENTS ---------- 1. The foregoing recitals to this Amendment are incorporated into and made part of this Amendment. 2. Article I of the Credit Agreement is hereby amended by revising the following definition as follows: "LIBOR Applicable Margin" means one and sixty-five one hundredths of one percent (1.65%) per annum. 3. Borrower hereby represents and warrants that: (a) no Default or Unmatured Default will exist under the Loan Documents as of the effective date of this Amendment; (b) the Loan Documents are in full force and effect and Borrower has no defenses or offsets to, or claims or counterclaims relating to, its obligations under the Loan Documents; (c) there has been no material adverse change in the financial condition of Borrower as shown in its September 30, 2005 financial statements; (d) Borrower has full power and authority to execute this Amendment and no consents are required for such execution other than any consents which have already been obtained; and (e) all representations and warranties contained in Article 5 of the Credit Agreement are true and correct as of the date hereof and all references therein to "the date of this Agreement" shall refer to "the date of this Amendment." 4. Except as specifically modified hereby, the Credit Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. All references in the Loan Documents to the "Credit Agreement" henceforth shall be deemed to refer to the Credit Agreement as amended by this Amendment. 5. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of Ohio, but giving effect to federal laws applicable to national banks. 6. This Amendment shall become effective when it is executed by Borrower and Administrative Agent. [Balance of Page Intentionally Blank] -2- IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have executed this Amendment as of the date first above written. BORROWER MONTGOMERY MALL ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership By: Glimcher Montgomery, Inc., a Delaware corporation, its sole general partner By: ---------------------------------------- Print Name: George A. Schmidt Title: Executive Vice President 150 East Gay Street Columbus, Ohio 43215 Phone: 614 ###-###-#### Facsimile: 614 ###-###-#### Attention: George A. Schmidt GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership By: Glimcher Properties Corporation, a Delaware corporation, its sole general partner By: ---------------------------------------- Print Name: George A. Schmidt Title: Executive Vice President 150 East Gay Street Columbus, Ohio 43215 Phone: 614 ###-###-#### Facsimile: 614 ###-###-#### Attention: George A. Schmidt S-1 KEYBANK NATIONAL ASSOCIATION, a national banking association, Individually and as Administrative Agent By: ----------------------------------------- Print Name: --------------------------------- Title: -------------------------------------- KeyBank National Association 127 Public Square Cleveland, Ohio 44114 Attention: Real Estate Capital Phone: 216 ###-###-#### Facsimile: 216 ###-###-#### S-2