EXHIBIT 10.118
AMENDMENT NO. 3
TO
LIMITED PARTNERSHIP AGREEMENT
OF
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
This
Amendment No. 3 is made effective as of November 12, 1997 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 contemplation of a public offering of a new series
of preferred
shares of beneficial interest designated "Series B Preferred
Shares" (as defined
below) by Glimcher Realty Trust (the "Trust"), the Partnership and
the Trust
have entered into an Underwriting Agreement dated as of November
12, 1997 (the
"Underwriting Agreement") with Donaldson, Lufkin & Jenrette,
Prudential
Securities Incorporated, BT Alex. Brown Incorporated and Pain
Webber
Incorporated (collectively, the "Underwriter"). Capitalized terms
not otherwise
defined herein or in the Partnership Agreement shall have the
meanings ascribed
to them in the Underwriting Agreement.
2.
Pursuant to the Underwriting Agreement, the Underwriting has agreed
to
purchase Series B Preferred Shares of the Trust, having an
aggregate initial
Liquidation Preference not to exceed $115.4 million ($132.8 million
if the
Underwriter's over-allotment option is exercised), for the purposes
and upon the
terms and conditions set forth therein, with the proceeds from each
such series
to be contributed by the Trust to the Partnership in exchange for a
series of
Preferred Interests in the Partnership.
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 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
such issued shares of beneficial interest of the Trust.
4.
Pursuant to Section 18.2(iii) of the Partnership Agreement, the
Trust,
as general partner of the Partnership (in such capacity, the
"General Partner),
has the power, without the consent of the limited partners of the
Partnership,
to amend the Partnership Agreement with respect to the issuance of
additional
interests in the Partnership 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 of the
Partnership for purposes, inter alia, of effecting amendments to
the Partnership
Agreement adopted in accordance with Section 18.
6.
In connection with Amendment No. 1 to the Securities Purchase
Agreement,
dated as of November 10, 1997, among the Partnership, the Trust and
Partnership
Acquisition Trust II, a Delaware business trust and an affiliate of
Nomura Asset
Capital Corporation (i) the Trust has agreed to exchange any and
all of its
outstanding Series A Convertible Preferred Shares of Beneficial
Interest (the
"Series A Preferred Shares") in the Trust for an equal amount of
Series A-1
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Convertible Preferred Shares of Beneficial Interest (the "Series
A-1 Preferred
Shares") in the Trust and (ii) the Partnership and the Trust have
agreed to
exchange all issued and outstanding Series A Preferred units of
limited
partnership interest (the "Series A Preferred Units") in the
Partnership for an
equal number of a new series of preferred units of limited
partnership interest
in the Partnership designated "Series A-1 Preferred Units," the
economic terms
of which will be identical to the Series A-1 Preferred Shares.
Amendment
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NOW,
THEREFORE, the Partnership Agreement is hereby amended as set forth
in
this Amendment No. 3.
1.
Creation and Issuance of Series B Preferred Interests.
(a) Upon the issuance by the Trust pursuant to the Underwriting
Agreement of the Series B Preferred Shares, the Partnership is
authorized,
through the sole action of the General Partner on its behalf, to
create,
designate and issue units ("Units") of non-voting preferred limited
partner
interest (a "Series B Preferred Interest") having the same rate of
return and
other terms as designated in the applicable Articles Supplementary
of the Series
B Preferred Shares; provided, that the aggregate Preferred
Contribution (as
defined below) for all Series B Preferred Interests issued pursuant
to this
Amendment No. 3 shall not exceed $115.4 million ($132.8 million if
the
Underwriters' over-allotment option is exercised). Units of Series
B Preferred
Interest shall be evidenced by a Certificate of Series B Preferred
Limited
Partner Interest in the form attached as Exhibit A.
(b) There is hereby created and designated a series of
non-voting
preferred limited partner interest known as Series B Preferred
Interest
consisting of 5,520,000 Units which shall correspond to 5,520,000
shares of
Series B Preferred Shares (the "Series B Preferred Shares"). On the
date hereof,
4,800,000 Units of Series B Preferred Interest are hereby issued to
the Trust
contemporaneously with the 4,800,000 Series B Preferred Shares
being issued
pursuant to the Underwriting Agreement.
2.
Preferred Contribution: Preferred Return
(a) Simultaneously with each sale of Series B Preferred Shares
under
the Underwriting Agreement, the Trust shall contribute an amount
equal to the
gross proceeds of such sale (the "Preferred Contribution") to the
Partnership in
consideration
