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Exhibit 3.6
AMENDMENT NO. 1 TO
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
LIMITED PARTNERSHIP AGREEMENT
This Amendment No. 1 to Limited Partnership Agreement of Glimcher
Properties Limited Partnership dated as of November 1, 1994 (the "Agreement"),
by and among Glimcher Properties Corporation (the "General Partner"), a Delaware
corporation, Glimcher Realty Trust (the "Trust"), a Maryland real estate
investment trust, and the Persons whose names are set forth on Exhibit A hereto
(together with the Trust, the "Limited Partners") (the General Partner and the
Limited Partners being each a "Partner" and collectively, the "Partners").
WHEREAS, Glimcher Properties Limited Partnership (the "Partnership") was
duly organized on September 9, 1993 under the Delaware Revised Limited
Partnership Act; and
WHEREAS, the parties hereto entered into the Limited Partnership Agreement
of the Partnership dated as of November 30, 1993 (the "Partnership Agreement");
and
WHEREAS, the Partners desire to amend the Partnership Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Partners agree as follows:
1. Definitions. Defined terms not defined herein shall have the meaning
given to them in the Partnership Agreement.
2. Section 6,3(c) of the Partnership Agreement is hereby amended to read as
follows:
"(c) If the Trust has a distribution reinvestment program, each Limited
Partner shall have the right to reinvest any or all the cash distributions
payable to it from time to time pursuant to this Agreement by having some or all
(as each such Limited Partner elects) of such distributions contributed to the
Partnership as additional Capital Contributions, and in such event the
Partnership shall issue to each such Limited Partner additional OP Units
pursuant to Section 6.4(a) hereof or alternatively, in the sole discretion of
the Partnership and the Trust, each Limited Partner shall have the right to
reinvest any or all cash distributions payable to it from time to time pursuant
to this Agreement by having some or all (as each such Limited Partner elects) of
such distributions, contributed to the Trust and in such event the Trust shall
issue Common Shares to
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such Limited Partner. In the event distributions are contributed to the
Partnership as additional Capital Contributions, the General Partner shall
create and administer a reinvestment program to effect the foregoing in
substantial conformance with any distribution reinvestment program available to
holders of the Common Shares."
3. No Modifications. Except as herein provided the Partnership Agreement
shall remain in full force and effect without amendment or modification.
4. Counterparts. For the convenience of the Partners, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, and all of which taken together shall constitute
one agreement.
5. Governing Law. This Agreement shall be governed by the laws of the State
of Delaware, without regard to the principles of conflicts of law. Except to the
extent the Act is inconsistent with the provisions of this Agreement, the
provisions of such Act shall apply to the Partnership.
6. Other Instruments. The partners hereto covenant and agree that they will
execute such other and further instruments and documents as, in the opinion of
the General Partner, are or may become necessary or desirable to effectuate and
carry out this Agreement.
7. Legal Construction. In case any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
8. Gender. Whenever the context shall so require, all words herein in any
gender shall be deemed to include the masculine, feminine or neuter gender, all
singular words shall include the plural, and all plural words shall include the
singular.
9. Prior Agreements Superseded. This Agreement supersedes any prior
understandings or written or oral agreements amongst the Partners, or any of
them, respecting the within subject matter and contains the entire understanding
amongst the Partners with respect to thereto.
10. No Third Party Beneficiary. The terms and provisions of this Agreement
are for the exclusive use and
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benefit of the General Partner and the Limited Partners and shall not inure to
the benefit of any other Person.
IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written by the General Partner and the Limited Partners.
GENERAL PARTNER:
GLIMCHER PROPERTIES CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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Title: Executive Vice President
LIMITED PARTNERS:
GLIMCHER REALTY TRUST, a Maryland
Real Estate Investment Trust
By: /s/ Xxxx X. Xxxxxxxx
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Title: Executive Vice President
(See Counterpart Execution Pages)
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ACKNOWLEDGEMENT
STATE OF OHIO )
: SS.:
COUNTY OF FRANKLIN )
On the 7th day of December, 1994, before me personally appeared Xxxx X.
Xxxxxxxx, to me personally known, who, being by me duly sworn, did say that he
resides at 0000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000; that he is Executive Vice
President of GLIMCHER PROPERTIES CORPORATION, the corporation described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to such instrument is such corporate seal;
that it was so affixed by order of the board of directors of said corporation,
and that he signed his name thereto by like order.
/s/ Xxxxxxxx Xxxxx
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Notary Public
STATE OF OHIO )
: SS.:
COUNTY OF FRANKLIN )
On the 7th day of December, 1994, before me personally came Xxxx X.
Xxxxxxxx, to me known to be the individual described in and who executed the
foregoing Amendment No. 1 to Glimcher Properties Limited Partnership Agreement
of Limited Partnership as Trustee of Glimcher Realty Trust and acknowledged to
me that he executed the same.
/s/ Xxxxxxxx Xxxxx
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Notary Public
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COUNTERPART EXECUTION PAGE OF
LIMITED PARTNER TO AMENDMENT NO. 1 TO
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
LIMITED PARTNERSHIP AGREEMENT
The undersigned, by executing this page, agrees to all of the terms,
provisions and conditions of Amendment No. 1 to Glimcher Properties Limited
Partnership Limited Partnership Agreement dated as of November 1, 1994, and
agrees to be bound thereby.
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Signature
Name:
Address:
Dated: , 1994
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[FOR INDIVIDUAL, PARTNERSHIP OR TRUST]
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ____________, 1994, before me personally appeared
________________________, to me known and known to me to be the person described
in, and who executed the foregoing instrument and acknowledged to me he/she
executed the same.
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Notary Public
[FOR CORPORATION]
STATE OF )
: SS.:
COUNTY OF )
On this ___ day of ________________, 1994, before me personally appeared
____________________, to me personally known, who, being by me duly sworn, did
say that he resides at______________________________________________________;
that he is the ________________ of ________________________, the corporation
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to such instrument is such corporate
seal; that it was so affixed by order of the board of directors of said
corporation, and that he signed his name thereto by like order.
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Notary Public
