EXHIBIT 10.123
AMENDMENT NO. 8
TO
LIMITED PARTNERSHIP AGREEMENT
OF
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
This
Amendment No. 8 is made effective as of January 22, 2004, by
the
General Partner and the Limited Partners of Glimcher Properties
Limited
Partnership, a Delaware limited partnership (the
"Partnership").
Recitals
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 G Preferred Shares
by Glimcher
Realty Trust, a Maryland real estate investment trust (the
"Trust"), the
Partnership and the Trust have entered into an Underwriting
Agreement dated as
of January 22, 2004 (the "Underwriting Agreement") with Morgan
Stanley & Co.
Incorporated as representative of the underwriters (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 Underwriter has agreed
to
purchase Series G Preferred Shares of the Trust, having an
aggregate initial
Liquidation Preference not to exceed $150,000,000 million, for the
purposes and
upon the terms and conditions set forth therein, with the proceeds
from 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
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.
<PAGE>
Amendment
---------
NOW,
THEREFORE, the Partnership Agreement is hereby amended as set forth
in
this Amendment No. 8.
1. Creation and
Issuance of Series G Preferred Interests.
(a) Upon the issuance by the Trust pursuant to the Underwriting
Agreement of the Series G 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 G Preferred Interest") having the same rate of
return
and
other terms as designated in the applicable Articles Supplementary
of
the
Series G Preferred Shares; provided, that the aggregate
Preferred
Contribution (as defined
below) for all Series G Preferred Interests issued
pursuant to this Amendment No. 8 shall not exceed $150,000,000
million.
Units of Series G Preferred Interest shall be evidenced by a
Certificate of
Series G 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 the Series G Preferred
Interest
consisting of 6,000,000 Units which shall correspond to 6,000,000
Series G
Preferred Shares (the "Series G Preferred Shares"). On the date
hereof,
6,000,000 Units of Series G Preferred Interest are hereby issued to
the
Trust contemporaneously with the 6,000,000 Series G Preferred
Shares being
issued pursuant to the Underwriting Agreement.
2. Preferred
Contribution; Preferred Return.
(a) Simultaneously with each sale of Series G Preferred Shares
under
the
Underwriting Agreement, the Trust shall contribute all of the
proceeds
of
such sale received by the Trust to the Partnership in consideration
of
the
issuance of the related equal number of Units of Series G
Preferred
Interest. Notwithstanding the foregoing, for the purposes of
this
Agreement, the amount of such contribution shall be deemed to be an
amount
equal to the gross proceeds of such sale (the "Preferred
Contribution").
(b) The Trust shall be entitled to receive, and the Partnership
shall
pay,
a distribution (the "Series G Preferred Return") on each Unit of
a
Series G Preferred Interest equal to the return applicable to each
share of
the
related Series G Preferred Shares under the Articles Supplementary.
To
the
extent that any Series G Preferred Return is not paid when due,
such
amount shall accrue on the same terms and conditions as
distributions on
the
applicable Series G Preferred Shares under the Articles
Supplementary.
The
Series G Preferred Return shall be due in the same amounts and on
the
same
dates as distributions on the applicable Series G Preferred Shares
are
