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.
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
