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Exhibit 3.5
AMENDMENT
TO
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
LIMITED PARTNERSHIP AGREEMENT
This Amendment dated as of November 30, 1993 (the "Agreement") to
Limited Partnership Agreement of Glimcher Properties Limited Partnership (the
"Partnership") dated as of November 30, 1993 (the "Partnership 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 who have executed the counterpart execution
pages annexed hereto (together with the Trust, "Limited Partners") (the General
Partner and Limited Partners being each a "Partner" and collectively, the
"Partners").
WHEREAS, the Partnership was duly organized on September 9, 1993 under
the Delaware Revised Limited Partnership Act; and
WHEREAS, the Partners of the Partnership have entered into the
Partnership Agreement; and
WHEREAS, it has been the intent of the Partners and the Partnership
that each OP Unit, as defined in the Partnership Agreement, held by Exercising
Partners, as defined in EXHIBIT E to the Partnership Agreement, be redeemable
for one Common Share, as defined in the Partnership Agreement; and
WHEREAS, the Partners desire to clarify the Partnership Agreement with
respect to the redemption of OP Units for Common Shares as set forth above.
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. Common Share Value. The definition of the term "Common Share Value"
shall be modified to read as follows:
"Common Share Value" as of any date shall mean the sum of the total
number of (a) Common Shares and (b) OP Units held other than by the Trust and
General Partner issued and
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outstanding at the close of business on such date (and excluding any treasury
shares), multiplied by the current Per Share Market Price On Such Date."
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 benefit of the General Partner and
Limited Partners and shall not inure to the benefit of any other Person.
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IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first above written by the General Partner and Limited Partners.
GENERAL PARTNER:
Glimcher Properties Corporation
By:/s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx, Executive
Vice President
LIMITED PARTNERS:
Glimcher Realty Trust, a Maryland
Real Estate Investment Trust
By: /s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx, Executive
Vice President
(SEE COUNTERPART EXECUTION PAGES)
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COUNTERPART EXECUTION PAGE OF
LIMITED PARTNER TO AMENDMENT TO
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
LIMITED PARTNERSHIP AGREEMENT
The undersigned, by executing this page, agrees to all of the
terms, provisions and conditions of the Amendment to Glimcher Properties Limited
Partnership Limited Partnership Agreement dated as of November 30, 1993, and
agrees to be bound thereby.
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Signature
Print Name: ____________________
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