Amendment to Limited Partnership Agreement of Glimcher Properties Limited Partnership (1993)

Summary

This amendment, dated November 30, 1993, involves Glimcher Properties Corporation (General Partner), Glimcher Realty Trust (Limited Partner), and other limited partners. It clarifies the terms for redeeming OP Units for Common Shares in the Glimcher Properties Limited Partnership, specifically modifying the definition of "Common Share Value." All other terms of the original partnership agreement remain unchanged. The agreement is governed by Delaware law and requires all partners to execute any further necessary documents.

EX-10.115 3 grt_ex10115.txt LIMITED PARTNERSHIP AGREEMENT OF GLIMCHER PROPERTIES LIMITED PARTNERSHIP, DATED AS OF NOVEMBER 30, 1993. EXHIBIT 10.115 AMENDMENT TO GLIMCHER PROPERTIES LIMITED PARTNERSHIP LIMITED PARTNERSHIP AGREEMENT This Amendment dated as of November 30, 1993 (the "Agreement") to Limited Partnership Agreement of Glimcher Properties Limited Partnership (the "Partnership") dated as of November 30, 1993 (the "Partnership Agreement") by and among Glimcher Properties Corporation (the "General Partner"), a Delaware corporation, Glimcher Realty Trust (the "Trust"), a Maryland real estate investment trust, and the Persons who have executed the counterpart execution pages annexed hereto (together with the Trust, "Limited Partners") (the General Partner and Limited Partners being each a "Partner" and collectively, the "Partners"). WHEREAS, the Partnership was duly organized on September 9, 1993 under the Delaware Revised Limited Partnership Act; and WHEREAS, the Partners of the Partnership have entered into the Partnership Agreement; and WHEREAS, it has been the intent of the Partners and the Partnership that each OP Unit, as defined in the Partnership Agreement, held by Exercising Partners, as defined in EXHIBIT E to the Partnership Agreement, be redeemable for one Common Share, as defined in the Partnership Agreement; and WHEREAS, the Partners desire to clarify the Partnership Agreement with respect to the redemption of OP Units for Common Shares as set forth above. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows: 1. Definitions. Defined terms not defined herein shall have the meaning given to them in the Partnership Agreement. 2. Common Share Value. The definition of the term "Common Share Value" shall be modified to read as follows: "Common Share Value" as of any date shall mean the sum of the total number of (a) Common Shares and (b) OP Units held other than by the Trust and General Partner issued and outstanding at the close of business on such date (and excluding any treasury shares), multiplied by the current Per Share Market Price On Such Date." 3. No Modifications. Except as herein provided the Partnership Agreement shall remain in full force and effect without amendment or modification. 4. Counterparts. For the convenience of the Partners, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument, and all of which taken together shall constitute one agreement. 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. Except to the extent the Act is inconsistent with the provisions of this Agreement, the provisions of such Act shall apply to the Partnership. 6. Other Instruments. The partners hereto covenant and agree that they will execute such other and further instruments and documents as, in the opinion of the General Partner, are or may become necessary or desirable to effectuate and carry out this Agreement. 7. Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 8. Gender. Whenever the context shall so require, all words herein in any gender shall be deemed to include the masculine, feminine or neuter gender, all singular words shall include the plural, and all plural words shall include the singular. 9. Prior Agreements Superseded. This Agreement supersedes any prior understandings or written or oral agreements amongst the Partners, or any of them, respecting the within subject matter and contains the entire understanding amongst the Partners with respect to thereto. 10. No Third Party Beneficiary. The terms and provisions of this Agreement are for the exclusive use and benefit of the General Partner and Limited Partners and shall not inure to the benefit of any other Person. 2 IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written by the General Partner and Limited Partners. GENERAL PARTNER: Glimcher Properties Corporation By:/s/ FRED A. ZANTELLO -------------------------- Fred A. Zantello, Executive Vice President LIMITED PARTNERS: Glimcher Realty Trust, a Maryland Real Estate Investment Trust By: /s/ FRED A. ZANTELLO -------------------------- Fred A. Zantello, Executive Vice President (SEE COUNTERPART EXECUTION) 3 COUNTERPART EXECUTION PAGE OF LIMITED PARTNER TO AMENDMENT TO GLIMCHER PROPERTIES LIMITED PARTNERSHIP LIMITED PARTNERSHIP AGREEMENT The undersigned, by executing this page, agrees to all of the terms, provisions and conditions of the Amendment to Glimcher Properties Limited Partnership Limited Partnership Agreement dated as of November 30, 1993, and agrees to be bound thereby. -------------------------- Signature Print Name: ____________________ 4