EXHIBIT 10.116
AMENDMENT NO. 1 TO
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
LIMITED PARTNERSHIP AGREEMENT
This
Amendment No. 1 to Limited Partnership Agreement of Glimcher
Properties Limited Partnership dated as of November 1, 1994 (the
"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 whose names are set forth on
Exhibit A hereto
(together with the Trust, the "Limited Partners") (the General
Partner and the
Limited Partners being each a "Partner" and collectively, the
"Partners).
WHEREAS, Glimcher Properties Limited Partnership (the
"Partnership") was
duly organized on September 9, 1993 under the Delaware Revised
Limited
Partnership Act; and
WHEREAS, the parties hereto entered into the Limited Partnership
Agreement
of the Partnership dated as of November 30, 1993 (the "Partnership
Agreement");
and
WHEREAS, the Partners desire to amend the Partnership Agreement
as
hereinafter set forth.
NOW,
THEREFORE, in consideration of the mutual covenants contained in
this
Agreement, and for other good and valuable consideration, the
receipt and
sufficiency of whish 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.
Section 6.3 (c) of the Partnership Agreement is hereby amended to
read
as follows:
"(c) If the Trust has a distribution reinvestment program, each
Limited Partner shall have the right to reinvest any or all the
cash
distributions payable to it from time to time pursuant to this
Agreement by
having some or all (as each such Limited Partner elects) of such
distributions
contributed to the Partnership as additional Capital Contributions,
and in such
event the Partnership shall issue to each such Limited Partner
additional OP
Units pursuant to Section 6.4(a) hereof or alternatively, in the
sole discretion
of the Partnership and the Trust, each Limited Partner shall have
the right to
reinvest any or all cash distributions payable to it from time to
time pursuant
to this Agreement by having some or all (as each such Limited
Partner elects) of
such distributions, contributed to the Trust and in such event the
Trust shall
issue Common Shares to such limited Partner. In the event
distributions are
contributed to the Partnership as additional Capital Contributions,
the General
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Partner shall create and administer a reinvestment program to
effect the
foregoing in substantial conformance with any distribution
reinvestment program
available to holders of the "Common Shares".
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
