EXHIBIT 10.119
AMENDMENT NO. 4
TO
LIMITED PARTNERSHIP AGREEMENT
OF
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
This
Amendment No. 4 is made effective as of December 4, 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 furtherance of its business and purpose the
Partnership and
Glimcher Realty Trust (the "Trust") have entered into a Securities
Purchase
Agreement dated as of December 4, 1997 (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 Series C
Preferred
Shares of the Trust, having an aggregate initial Liquidation
Preference not to
exceed $56,000,000, for the purposes and upon the terms and
conditions set forth
therein, with the proceeds from such series to be contributed (i)
by the Trust
to the Partnership in exchange for a series of Preferred Interest
in the
Partnership, (ii) by the Partnership to the GRT LLC in exchange for
a preferred
interest therein, and (iii) by the GRT LLC to the 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 a 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. 4.
1. Creation and
Issuance of Preferred Interest.
(a)
Upon the issuance by the Trust pursuant to the SPA of the Series
C
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 (the "Series C
Preferred
Interest") having the same rate of return and other terms as
designated in the
Articles Supplementary creating the Series C Preferred Shares;
provided, that
the aggregate Preferred Contribution (as defined below) of the
Series C
Preferred Interest issued pursuant to this Amendment No. 4 shall
not exceed
$56,000,000. Units of Series C preferred Interest shall be
evidenced by a
Certificate of Series C Preferred Limited Partner Interest in the
form attached
as Exhibit A.
(b)
There is hereby created and designated a series of Preferred
Interest
known as the Series C Preferred Interest, consisting of 56,000
Units which shall
correspond to 56,000 shares of Series C Convertible Preferred
Shares (the
"Series C Preferred Shares"). On the date hereof 56,000 Units of
Series C
Preferred Interest are hereby issued to the Trust contemporaneously
with 56,000
Series C Preferred Shares being issued pursuant to the SPA.
2. Preferred
Contribution; Preferred Return.
(a)
Simultaneously with the sale of Series C Preferred Shares 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 Series C Preferred Interest.
(b)
The Trust shall be entitled to receive, and the Partnership shall
pay,
a return (the "Series C Preferred Return") on each Unit of Series C
Preferred
Interest equal to the return applicable to each share of Series C
Preferred
Shares under the Articles Supplementary. To the extent that any
Series C
Preferred Return is not paid when due, the same shall accrue and
compound on the
same terms and conditions as dividends on the Series C Preferred
Shares accrue
and compound under the Articles Supplementary. The Series C
Preferred Return
shall be due in the same amounts on the same date as dividends on
the Series C
Preferred Shares are due under the Articles Supplementary. For
purposes hereof,
no effect shall be given to (i) the fact that Series C Preferred
Shares may have
been canceled (except through conversion as provided in Section 6
below) or (ii)
any amendment or modification of the Articles Supplementary.
3. Application
of Preferred Contribution. The gross amount of Preferred
Contribution received in respect of the Series C Preferred Interest
shall be
contributed by the Partnership to the GRT LLC in exchange for a
preferred
interest therein, and the Partnership shall cause the GRT LLC in
turn directly
or indirectly to contribute such amount to the Property Level LLC
in exchange
for a preferred interest therein.
2
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4. Capital Account; Allocations. A separate Capital Account shall
be established
and maintained with respect to the Series C Preferred Interest,
with adjustments
thereto and other allocations of Partnership items made consistent
with the
Regulations and the advice of the Partnership's independent
accountants.
5. Distributions.
(a)
Notwithstanding any provision of the Partnership Agreement, (i)
any
cash received by the Partnership as a distribution from the GRT LLC
which was
received by such GRT LLC from the Property Level LLC
