EXHIBIT 10.117
AMENDMENT NO. 2
TO
LIMITED PARTNERSHIP AGREEMENT
OF
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
This
Amendment No. 2 is made effective as of November 26, 1996 by
the
General Partner and the Limited Partners of Glimcher Properties
Limited
Partnership, a Delaware limited partnership (the
"Partnership").
Recitals
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1.
The Partnership was organized pursuant to a Limited Partnership
Agreement dated as of November 30, 1993, as previously amended (the
"Partnership
Agreement"). In furtherance of its business and purpose the
Partnership and
Glimcher Realty Trust (the "Trust") have entered into a Securities
Purchase
Agreement dated as of November 26, 1996 (the "SPA") with
Partnership Acquisition
Trust II, a Delaware business trust ("Purchaser"). Capitalized
terms not
otherwise defined herein or in the Partnership Agreement shall have
the meanings
ascribed to them in the SPA.
2.
Pursuant to the SPA, Purchaser has agreed to purchase one or more
series
of Preferred Shares of the Trust, having an aggregate initial
Liquidation
Preference not to exceed $135,000,000 for the purposes and upon the
terms and
conditions set forth therein, with the proceeds from each such
series to be
contributed (i) by the Trust to the Partnership in exchange for a
series of
Preferred Interests in the Partnership, (ii) by the Partnership to
a GRT LLC in
exchange for a preferred interest therein, and (iii) directly or
indirectly by
the GRT LLC to a Property Level LLC in exchange for a preferred
interest
therein.
3.
Pursuant to Section 6.3(b) of the Partnership Agreement, upon
contribution to the Partnership by the Trust of the proceeds from
the issuance
of Preferred Shares of beneficial interest in the Trust, the
Partnership shall
issue to the Trust an interest in the Partnership having
designations,
preferences and rights such that the economic interests thereof
are
substantially similar to the Preferred Shares.
4.
Pursuant to Section 18.2 (iii) of the Partnership Agreement, the
General
Partner has the power, without the consent of the Limited Partners,
to amend the
Partnership Agreement with respect to the issuance of additional
Partnership
Interests such as those contemplated herein.
5.
Pursuant to Section 16 of the Partnership Agreement, the General
Partner
has been appointed as attorney-in-fact by each of the Limited
Partners for
purposes, inter alia, of effecting amendments to the Partnership
Agreement
adopted in accordance with Section 18.
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Amendment
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NOW,
THEREFORE, the Partnership Agreement is hereby amended as set forth
in
this Amendment No. 2.
1. Creation and
Issuance of Preferred Interests.
(a)
Upon the issuance by the Trust pursuant to the SPA of a series
of
Preferred Shares, the Partnership is authorized, through the sole
action of the
General Partner on its behalf, to create, designate and issue a
series of units
("Units") of non-voting preferred limited partner interest (a
"Preferred
Interest") having the same rate of return as such series of
Preferred Shares
pursuant to the applicable Articles Supplementary; provided, that
the aggregate
Preferred Contribution (as defined below) for all Preferred
Interests issued
pursuant to this Amendment No. 2 shall not exceed $135,000,000.
Each issuance of
Units of a series of Preferred Interest shall be evidenced by a
Certificate of
Preferred Limited Partner Interest in the form attached as Exhibit
A.
(b)
There is hereby created and designated an initial series of
Preferred
Interest (the "Series A Preferred Interest"), consisting of 40,000
Units which
shall correspond to 40,000 shares of Series A Convertible Preferred
Shares (the
"Series A Preferred Shares"). On the date hereof 34,000 Units of
Series A
Preferred Interest are hereby issued to the Trust contemporaneously
with 34,000
Series A Preferred Shares being issued pursuant to the SPA, the
proceeds of
which will be used to finance acquisition, construction and
development of the
first phase of Great Plains MetroMall (the "Kansas Mall") in
Olathe, Kansas by
Great Plains MetroMall LLC, a Property Level LLC ("Kansas LLC"), in
which the
NACC Member will be Partnership Acquisition Trust III, a Delaware
business trust
and the GRT LLC Member will be Olathe Mall LLC ("GRT Kansas LLC").
The GRT
Kansas LLC Operating Agreement is attached as Exhibit B. The Kansas
LLC
Operating Agreement is attached as Exhibit C. Additional Units of
Series A
Preferred Interest shall be issued by the Partnership
contemporaneously with any
issuance by the Trust of additional Series A Preferred Shares in
connection with
the acquisition, construction and development of additional phases
of the Great
Plains MetroMall.
(c)
The creation, designation and issuance of a series of Preferred
Interest (other than the Series A Preferred Interest) with respect
to a related
series of Preferred Shares shall be evidenced by a Supplement to
this Amendment
No. 1 in the form attached hereto as Exhibit D. to be executed and
delivered by
the General Partner on behalf of the Partnership.
2. Preferred
Contribution; Preferred Return.
(a)
Simultaneously with each sale of Preferred Shares of any series
under
the SPA, the Trust shall contribute an amount equal to the gross
proceeds of
such sale (the "Preferred Contribution") to the Partnership in
consideration of
the issuance of the related Preferred Interest.
(b)
The Trust shall be entitled to receive, and the Partnership shall
pay,
a return (the "Preferred Return") on each Unit of a series of
Preferred Interest
equal to the return applicable to each share of the related series
of Preferred
Shares under the Articles Supplementary. To the extent that any
Preferred Return
is not paid when due, the same shall accrue and compound on the
same terms and
conditions as dividends on the applicable Preferred Shares accrue
and compound
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under the Articles Supplementary. The Prefer
