EXHIBIT 10.124
AMENDMENT NO. 9
TO LIMITED PARTNERSHIP AGREEMENT OF
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
This
Amendment No. 9 is made effective as of May 9, 2008 (the
"Effective
Date") by the General Partner (defined below) and the Limited
Partners of
Glimcher Properties Limited Partnership, a Delaware limited
partnership (the
"Partnership").
RECITALS
1.
The Partnership is governed pursuant to a Limited Partnership
Agreement
dated as of November 30, 1993, as previously amended and
supplemented (the
"Partnership Agreement").
2.
The Partnership Agreement requires Glimcher Properties Corporation,
the
sole general partner of the Partnership (the "General Partner"),
to, among other
actions, obtain the written consent of a majority of the Limited
Partners of the
Partnership prior to taking certain actions on behalf of the
Partnership.
3.
Pursuant to Section 18.1 of the Partnership Agreement, the
General
Partner has the power to amend the Partnership Agreement without
the Consent of
the Limited Partners, provided the Limited Partners (excluding the
limited
partnership holdings of Glimcher Realty Trust), as of the effective
date and
time of the amendment, own, in the aggregate, less than ten percent
(10%) of the
Partnership Interests.
4.
As of the Effective Date, the Limited Partners (excluding the
limited
partnership holdings of Glimcher Realty Trust) held 7.327% of the
Partnership
Interests.
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 signing amendments to the
Partnership
Agreement adopted in accordance with Section 18 of the Partnership
Agreement.
6.
Capitalized terms not defined herein shall have the meaning given
to
them in the Partnership Agreement.
AMENDMENTS
----------
NOW,
THEREFORE, the Partnership Agreement is hereby amended as set forth
in
this Amendment No. 9.
1.
The paragraph immediately following Section 9.2(b)(iv) of the
Partnership Agreement shall be deleted in its entirety and shall be
of no
further effect.
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2.
Section 9.2(b) of the Partnership Agreement is hereby deleted in
its
entirety and replaced by the following:
(b)
The General Partner may take any of the following actions:
(i) amend, modify or terminate this Agreement, except as
otherwise provided herein;
(ii) make a general assignment for the benefit of creditors or
appoint or acquiesce in the appointment of a custodian, receiver
or
trustee for all or any
part of the assets of the Partnership;
(iii) institute any proceeding on behalf of the Partnership
under
Title 11 of the United States Code, as the same may be amended
from
time to time; or
(iv) provided the Consent of the Limited Partners holding a
majority of the Limited Partnership Interests has been
obtained,
dissolve the Partnership.
3.
Section 12.2(a) of the Partnership Agreement is hereby deleted in
its
entirety and replaced by the following:
(a)
The General Partner may withdraw from the Partnership or transfer
all
or
any portion of its interest in the Partnership without obtaining
the
Consent of the Limited Partners. Upon any transfer of the entire
General
Partnership Interest in accordance with the provisions of this
Section
12.2(a), the transferee General Partner shall become a substituted
General
Partner, vested with the powers and rights of the transferor
General
Partner, and shall be liable
for all obligations and responsible for all
duties of the General Partner, once such transferee has executed
such
instruments as may be necessary to effectuate such admission and to
confirm
the
agreement of such transferee to be bound by all the terms and
conditions of this Agreement with respect to the Partnership
Interest so
acquired. It is a condition to any transfer otherwise permitted
hereunder
that
the transferee General Partner assumes by operation of law or
express
agreement all of the obligations of the transferor General Partner
under
this
Agreement with respect to such transferred Partnership Interest and
no
such
transfer (other than pursuant to a statutory merger or
consolidation
wherein all obligations and liabilities of the transferor General
Partner
are
assumed by a successor by operation of law) shall relieve the
transferor General Partner of its obligations under this
Agreement.
4.
Section 12.2(b) of th
