GLIMCHER REALTY TRUST
EXHIBIT 10.149
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<TYPE>EX-10.149
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<FILENAME>l92592aex10-149.txt
<DESCRIPTION>EXHIBIT 10.149
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                                                                  Exhibit 10.149


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT")
AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, HYPOTHECATED OR
TRANSFERRED UNLESS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT OR (B) AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
IS AVAILABLE.

                             JUNIOR PROMISSORY NOTE

$9,000,000.00                                                    August 30, 2001
                                                              New York, New York

         FOR VALUE RECEIVED, GLIMCHER NORTHTOWN VENTURE, LLC, a Delaware limited
liability company (collectively, "MAKER"), whose address is Attn: General
Counsel, 20 South Third Street, Columbus, Ohio 43215, promises to pay to the
order of BANKERS TRUST COMPANY, a New York banking corporation ("PURCHASER"), or
Purchaser's order, at Commercial Loan Department, 130 Liberty Street, 25th
Floor, New York, New York 10006, or at such other place as Purchaser may from
time to time in writing designate, in lawful money of the United States of
America, the principal sum of NINE Million and No/100 Dollars ($9,000,000.00) or
such other sum as may be the total amount outstanding pursuant to this Junior
Promissory Note (this "NOTE"), on or before the Maturity Date, together with
accrued interest on the principal balance outstanding from time to time, in like
money, from the date such principal balance is advanced until fully repaid at
the rates hereinafter set forth. Interest shall be computed and shall accrue on
the principal amount from time to time outstanding to and excluding the Maturity
Date at a rate per annum equal to the Applicable Interest Rate from time to time
in effect in accordance herewith and with the terms and conditions of that
certain Note Purchase Agreement dated as of even date herewith, among Maker, the
Purchasers (as defined therein) and Bankers Trust Company, in its capacity as
Collateral Agent (such Note Purchase Agreement, as it may be Modified from time
to time, the "NOTE PURCHASE AGREEMENT"). Initially-capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to such terms in
the Note Purchase Agreement. All references to the terms and conditions of the
Note Purchase Agreement shall be deemed to fully incorporate the Note Purchase
Agreement by each such reference.

         1. DEFINITIONS. As used herein, the terms "MAKER" and "PURCHASER" have
the meanings assigned in the preceding paragraph, and the following terms have
the following meanings:

                  (a) "APPLICABLE INTEREST RATE" shall mean a rate per annum
         equal to (a) the lesser of (i) the LIBOR-Based Rate from time to time
         in effect or (ii) the Maximum Rate, or, as the case may be, (b) the
         Funds-Based Rate (to the extent applicable pursuant to SECTION 2.5.1 of
         the Note Purchase Agreement) or (c) the Default Rate (to the extent
         applicable pursuant to SECTION 2.5.4 of the Note Purchase Agreement).


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                  (b) "BASE RATE" shall mean, at any time, the Prime Lending
         Rate (as defined in the Note Purchase Agreement).

                  (c) "DEFAULT RATE" shall mean a rate per annum equal to five
         percent (5%) plus the LIBOR-Based Rate (or, to the extent applicable
         pursuant to SECTION 2.5.1 of the Note Purchase Agreement, plus the
         Funds-Based Rate) in effect from time to time, not to exceed the
         Maximum Rate.

                  (d) "FUNDS-BASED RATE" shall mean the Base Rate in effect from
         time to time.

                  (e) "LIBOR-BASED RATE" shall mean the LIBOR Rate plus 7.806%;
         provided, however, that the LIBOR-Based Rate under this Note shall be
         adjusted by Agent as necessary so that the weighted average of the
         LIBOR-Based Rate hereunder and the "LIBOR-Based Rate" under the Senior
         Notes (taking into consideration the interest rate and principal amount
         of all Notes) shall at all times equal the LIBOR Rate plus three and
         one-half percent (3.5%).

                  (f) "LIBOR RATE" means the average of interbank offered rates
         for one-month dollar deposits in the London market as set forth on page
         3750 (i.e., the LIBOR page), or any successor page, of the Telerate
         News Services, titled "British Banker Association Interest Settlement
         Rates."

                  (g) "MAXIMUM RATE" shall mean the maximum interest rate
         allowed by applicable New York law or, to the extent applicable and in
         the event such rate would impose a lower maximum interest rate under
         applicable law, United States law, as amended from time to time, in
         effect on the date for which a determination of interest accrued
         hereunder is made.

                  (h) "PRIME LENDING RATE" means the rate which Bankers Trust
         Company, a New York banking corporation, announces from time to time as
         its prime lending rate, the Prime Lending Rate to change when and as
         such prime lending rate changes. The Prime Lending Rate is a reference
         rate and does not necessarily represent the lowest or best rate
         actually charged to any customer. Bankers Trust Company, a New York
         banking corporation, may make commercial loans or other loans at rates
         of interest at, above or below the Prime Lending Rate.

         2. INTEREST RATE. From the date of this Note to and including the
Maturity Date, the Junior Principal Balance shall bear interest at the
Applicable Interest Rate in accordance with the terms and conditions of the Note
Purchase Agreement.

         3. PAYMENT OF PRINCIPAL AND INTEREST. From the date hereof, the Junior
Principal Balance and interest thereon shall be due and shall be payable in
accordance with the terms and conditions of the Note Purchase Agreement.

         4. APPLICATION OF PAYMENTS. Each payment received by Agent from Maker
with respect to this Note shall be applied in accordance with the terms and
conditions of the Note


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Purchase Agreement. All payments of principal and interest in respect of this
Note shall be made in lawful money of the United States of America in same day
funds at Agent's Payment Office or at such other place as shall be designated in
writing for such purpose in accordance with the terms of the Note Purchase
Agreement. Unless and until this Note shall have been transferred or assigned as
provided in the Note Purchase Agreement, Maker and Agent shall be entitled to
deem and treat Purchaser as the owner and Purchaser of this Note and the Junior
Obligations evidenced hereby. Purchaser agrees, by its acceptance hereof, that
before disposing of this Note or any part hereof it will make a notation hereon
of all principal payments previously made hereunder and of the date to which
interest hereon has been paid; provided, however, that the failure to make a
notation of any payment made on this Note shall not limit or otherwise affect
the obligations of Maker hereunder with respect to payments of principal of or
interest on this Note.

         5. EXTENSION. Maker shall have the right to extend the Maturity Date of
this Note in accordance with the terms and conditions of the Note Purchase
Agreement.

         6. PREPAYMENT. This Note may be prepaid in accordance with the terms
and conditions of the Note Purchase Agreement.

         7. MAXIMUM RATE OF INTEREST. Notwithstanding any provision of this
Note, the total liability for payments of interest and payments in the nature of
interest, including, without limitation, all charges, fees, or other sums which
may at any time be deemed to be interest, shall not exceed the Maximum Rate. In
the event the total liability for payments of interest and payments in the
nature of interest, including, without limitation, all charges, fees, or other
sums which may at any time be deemed to be interest, shall, for any reason
whatsoever, result in an effective rate of interest, which for any month or
other interest payment period exceeds the Maximum Rate, all sums in excess of
those lawfully collectible as interest for the period in question shall, without
further notice to any party hereto, be applied to the reduction of the Junior
Principal Balance immediately upon receipt of such sums by Purchaser (without
prepayment premium), with the same force and effect as though Maker had
specifically designated such excess sums to be so applied to the reduction of
the Junior Principal Balance; provided, however, that Purchaser may, at any time
and from time to time, elect, by notice in writing to Maker, to waive, reduce,
or limit the collection of any sums (or refund to Maker any sums collected) in
excess of those lawfully collectible as interest rather than accept such sums as
prepayment of the Junior Principal Balance.

         8. SECURITY. Payment of this Note is secured or supported by the Junior
Collateral Documents. All of the agreements, conditions, covenants, provisions
and stipulations contained in the Junior Collateral Documents which are to be
kept and performed by Maker are hereby made a part of this Note to the same
extent and with the same force and effect as if they were fully set forth
herein, and Maker covenants and agrees to keep and perform them, or cause them
to be kept and performed, strictly in accordance with their terms. The Junior
Mortgage is incorporated herein by reference and shall be deemed a part of this
Note as if set forth in full herein.


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         9. TIME IS OF THE ESSENCE. Time is of the essence for the performance
of each and every covenant of Maker hereunder and under the Junior Collateral
Documents. Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall be included in the computation of
the payment of interest on this Note.

         10. DEFAULT. Upon the occurrence of any Event of Default, and at the
option of Purchaser without any further advance notice, the outstanding
principal plus all amounts then unpaid under this Note and the Note Purchase
Documents shall each bear interest at the Default Rate, payable in accordance
with the terms and conditions of the Note Purchase Agreement. In addition, upon
the occurrence of any Event of Default, Purchaser, at its option and without
further notice, demand or presentment for payment to Maker or others (except to
the extent required by applicable law), may declare immediately due and payable
the unpaid Junior Principal Balance and interest accrued thereon together with
all other sums owed by Maker under this Note and the Junior Collateral
Documents, in accordance with the terms and conditions of the Note Purchase
Agreement. Payment of such sums may be enforced and recovered in whole or in
part at any time by one or more of the remedies provided to Purchaser in this
Note, the Junior Collateral Documents or the Note Purchase Agreement.

         11. ATTORNEYS' FEES. Maker agrees to pay all costs and expenses,
including reasonable attorneys' fees, all as provided in the Note Purchase
Agreement, incurred in the collection and enforcement of this Note.

         12. WAIVER OF NOTICE BY MAKER. MAKER WAIVES DILIGENCE, PRESENTMENT FOR
PAYMENT, DEMAND, NOTICE OF DEMAND, NOTICE OF NONPAYMENT OR DISHONOR, NOTICE OF
INTENTION TO ACCELERATE, NOTICE OF ACCELERATION, PROTEST AND NOTICE OF PROTEST
OF THIS NOTE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER NOTICES IN
CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE, DEFAULT, OR ENFORCEMENT
OF THE PAYMENT OF THIS NOTE, EXCEPT SUCH NOTICES AS ARE PROVIDED IN THE JUNIOR
MORTGAGE.

         13. GOVERNING LAW; CONSENT TO JURISDICTION. PURSUANT TO SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, MAKER AGREES THAT THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA AND
THE LAWS OF THE STATE OF NEW YORK. IN ACCORDANCE WITH SECTION 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, MAKER AGREES THAT ANY ACTION
TO ENFORCE THE TERMS OF THIS NOTE MAY BE COMMENCED IN ANY COURT LOCATED IN THE
STATE OF NEW YORK. MAKER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OVER ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, AND MAKER HEREBY
IRREVOCABLY


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WAIVES, TO THE FULLEST EXTENT MAKER MAY EFFECTIVELY DO SO, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

         14. WAIVER OF JURY TRIAL. MAKER AND PURCHASER (BY ACCEPTANCE OF THIS
NOTE) MUTUALLY, EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
FOR ANY PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, OR ANY OF
THE OTHER NOTE PURCHASE DOCUMENTS CONNECTED WITH THIS TRANSACTION, IN THE
INTEREST OF AVOIDING DELAYS AND EXPENSES ASSOCIATED WITH JURY TRIALS.

         15. SALE OF INTEREST. Maker acknowledges that Purchaser may, in its
sole discretion, sell all or any part of its interest in the Junior Obligations
evidenced by this Note pursuant to the terms of ARTICLE IX of the Note Purchase
Agreement. In accordance with the provisions of the Note Purchase Agreement,
Purchaser shall have the right to substitute one or more new Notes executed by
Maker upon assignment of Purchaser's interest and to have new Notes issued by
Maker pursuant to ARTICLE IX of the Note Purchase Agreement.

         16. AMENDMENT. The terms of this Note are subject to amendment only in
the manner provided in the Note Purchase Agreement.

         17. FURTHER AGREEMENTS. Maker hereby acknowledges, with respect to this
Note and the other note purchase Documents, that:

                  (a) THE RIGHTS AND OBLIGATIONS OF MAKER AND PURCHASER SHALL BE
         DETERMINED SOLELY FROM THE WRITTEN NOTE PURCHASE DOCUMENTS AND ANY
         PRIOR ORAL AGREEMENTS BETWEEN PURCHASER AND MAKER ARE SUPERSEDED BY AND
         MERGED INTO THE NOTE PURCHASE DOCUMENTS.

                  (b) THE NOTE PURCHASE DOCUMENTS MAY NOT BE VARIED BY ANY ORAL
         AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE, CONTEMPORANEOUSLY WITH, OR
         SUBSEQUENT TO THE EXECUTION OF THE NOTE PURCHASE DOCUMENTS.

                  (c) THE WRITTEN NOTE PURCHASE DOCUMENTS REPRESENT THE FINAL
         AGREEMENTS BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
         OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
         PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         18. FULL RECOURSE OBLIGATION. This Note constitutes a full recourse
obligation of the Maker for which, upon an Event of Default, in addition to
Purchasers' rights to enforce and foreclose its security interests described in
and conveyed by the Junior Collateral Documents,


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Purchasers shall have the right to seek, obtain and enforce a personal or
deficiency judgment against Maker.

         19. DELIVERY. This Note is being delivered by Maker to Purchaser in the
State of New York.



                            [Signatures on Next Page]



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         IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
duly executed this Note as of the day and year first above written.

                   MAKER:         GLIMCHER NORTHTOWN VENTURE, LLC,
                                  a Delaware limited liability company

                                  By:      Glimcher Blaine, Inc.,
                                           a Delaware corporation,
                                           its Managing Member

                                           By:  /s/ George A. Schmidt
                                                --------------------------------
                                           Name:  George A. Schmidt
                                           Its:  Executive Vice President


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