EXHIBIT 10.6
Polaris Fashion Place
MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Membership Interest Purchase Agreement (this "Agreement") is made
by and between the seven (7) sellers (collectively, the "Sellers" and
individually, a "Seller") known as N.P. Limited Partnership, an Ohio limited
partnership ("N.P."); Yogi Development Co., LLC., an Ohio limited liability
company ("Yogi"); Xxxxxxxx-Fair III, LLC, an Ohio limited liability company
("Xxxxxxxx"); LAW Polaris LLC, an Ohio limited liability company ("LAW"); NEK
Polaris LLC, an Ohio limited liability company ("NEK"); TPKFF Polaris LLC, an
Ohio limited liability company ("TPKFF"); and Xxxxxx X. Xxxxxx, an individual
("Xxxxxx"); all of the foregoing as Sellers, and Glimcher Properties Limited
Partnership, a Delaware limited partnership, as purchaser (the "Purchaser"), to
be effective as of the last date of execution of this Agreement by Sellers and
Purchaser (the "Effective Date"). Polaris Mall, LLC, a Delaware limited
liability company (the "Company") also joins in the execution of this Agreement
to evidence its consent to the transfer of the limited liability interests
described in this Agreement and to otherwise comply with those specific
obligations expressly imposed on it by the terms of this Agreement. The Sellers
and the Purchaser may be sometimes collectively referred to herein as the
"parties".
RECITALS
A. The Sellers collectively own 60.7143% limited liability
company membership interests (collectively, the "Interests",
and singularly, as to each respective Seller, an "Interest")
in the Company. The Sellers' respective percentage ownership
of their Interests (the "Percentage Interest") in the Company
are as set forth following:
Name of Seller Percentage Interest
-------------- -------------------
N.P. Limited Partnership 25.0798% (3.6512% Class A Interest
and 21.4286% regular
Interest)
Yogi Development Co., LLC 3.9286%
Xxxxxxxx-Fair III, LLC 1.9643%
LAW Polaris LLC 14.47795%
NEK Polaris LLC 11.61045%
TPKFF Polaris LLC 2.8675%
Xxxxxx X. Xxxxxx 0.7857%
--------
Total 60.7143%
B. Purchaser is the only other member (collectively, the
"Members" and individually, a "Member") of the Company. The
Company's Members entered into a certain Amended and Restated
Operating Agreement dated as of August 31, 2000, which
agreement was amended pursuant to an amendment dated March 31,
2003 (collectively, the "Operating Agreement"). The Operating
Agreement has not been
subsequently amended, and that document is the only document
evidencing the Sellers' ownership of the Interests and there
are no other documents of whatever nature or kind relating to
the Members' rights and responsibilities as Members in the
Company.
C. The Purchaser desires to purchase and the Sellers desire to
sell, the Sellers' 60.7143% Interests as Members in the
Company on the terms and subject to the conditions set forth
in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises contained herein, the sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound, agree as follows.
1. Purchase and Sale of Membership Interest. On the terms and subject to
the conditions of this Agreement, the Purchaser agrees to purchase from
the Sellers, and the Sellers agree to sell to the Purchaser, the
Interests in the Company for the price and on the terms set forth in
this Agreement. The transfer (the "Transfer") of the Interests in the
Company shall be completed by each Seller's execution of an Assignment
of Membership Agreement (the "Assignment Agreement"), the form of which
is attached hereto as Exhibit A. The Transfer shall be effective upon
the Closing Date (as that term is defined in Section 3(a) below).
2. Purchase Price. The total purchase price (the "Purchase Price") to be
paid by the Purchaser for the Interests shall equal Forty Six Million
Five Hundred Thousand Dollars ($46,500,000.00) payable according to the
terms set forth in Section 3 of this Agreement. The Purchase Price
allocated to each of the Sellers shall be determined by multiplying
each Seller's respective Percentage Interest set forth in Recital A of
this Agreement by the amount of the Purchase Price.
3. Payment Terms. The payment of the Purchase Price shall be paid as
follows:
a. Cash Payment. Simultaneously with the closing and funding (the
"Closing" or the "Closing Date") of the purchase and sale of
the Interests, the portion of the Purchase Price not paid in
the form of limited partnership units in the Purchaser ("OP
Units") pursuant to subsection 3(b) below, shall be paid by
the Purchaser to the Sellers in immediately available federal
funds. The cash portion of the Purchase Price shall be reduced
by the dollar amount of the OP Units issued to the Sellers
pursuant to Section 3(b) below. Prior to the Closing, the
Sellers shall provide the Purchaser with wire transfer
instructions so that the total Purchase Price allocated to
each of the Sellers as set forth above in Section 2 are wire
transferred to the respective Seller.
b. OP Units. The Sellers shall have the right to receive a
portion of the Purchase Price by causing the Purchaser to
issue OP Units to the Sellers, if the Sellers serve written
notice (the "OP Notice") to the Purchaser by December 1, 2003,
and subject to the following terms and conditions:
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i. The OP Notice shall specify the amount of the Purchase Price
to be paid in OP Units issued to the Sellers, (the "Agreed OP
Cap"), which amount shall in no event exceed Fifteen Million
Dollars ($15,000,000.00);
ii. The OP Notice shall be signed by all the Sellers and shall
specify which of the Sellers shall receive OP Units and the
percentage of OP Units allocated among each of the Sellers;
iii. The OP Units shall be issued by the Purchaser in accordance
with the terms and conditions of the Purchaser's limited
partnership agreement (the "GPLP Partnership Agreement") and
the date of contribution for the OP Units and their date of
issuance shall be January 5, 2004 (the "OP Issuance Date");
iv. The number of OP Units to be issued shall equal the quotient
(rounded to the nearest whole number) arrived at by dividing
(i) the Agreed OP Cap, by (ii) the "Current Per Share Market
Price", as that term is defined by the GPLP Partnership
Agreement, which defines that term as the average of the
closing price for Glimcher Realty Trust ("GRT") for the five
(5) consecutive trading days prior to the date that the OP
Units are issued;
v. Pursuant to the terms of the GPLP Partnership Agreement, the
holder of any OP Units may cause the Purchaser to redeem the
OP Units, and such redemption shall, in the sole and absolute
discretion of the Purchaser, be paid in the form of either (1)
cash; (2) common shares of GRT stock; or (3) any combination
of cash and shares of GRT stock. Redemption of such OP Units
shall also be subject to the following restrictions: (x) OP
Units may not be redeemed for a period of one (1) year from
the OP Issuance Date; (y) in each of the twelve (12) month
periods commencing on the first anniversary of the OP Issuance
Date, no more than the Annual Redemption Limit Amount (as that
term is defined in subsection 3(vii) below), of the total
number of issued OP Units held by all of the Sellers in the
aggregate may be redeemed in such period; and, (z) GRT stock
that is issued for OP Units may not be publicly traded or sold
until registered, with the recipient being responsible for all
costs of registration; provided, however, a recipient of stock
shall have the right to join in (piggyback) with any new
registration of GRT stock so long as such recipient shall pay
prior to the registration a prorata share for such
registration based upon the ratio of the number of shares
registered by such recipient bears to the total number of
shares being registered.
vi. Prior to the issuance of any OP Units, each of the Sellers
receiving any such OP Units shall execute and deliver a letter
of investment representation to the Purchaser, which letter
shall be in the form then used by the Purchaser for such
purposes.
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vii. For purposes of this Agreement, the Annual Redemption Limit
Amount shall be the product of (i) the aggregate number of all
OP Units issued under the terms of Section 3(b) of this
Agreement, multiplied by (ii) a fraction having as its
numerator Seven Million Five Hundred Thousand Dollars
($7,500,000.00), and having as its denominator the greater of
(A) Seven Million Five Hundred Thousand Dollars
($7,500,000.00) or (B) the Agreed OP Cap. The OP Units shall
be redeemed during any twelve (12) month period in the order
in which the holders of such OP Units deliver redemption
exercise notices to the Purchaser during the respective twelve
(12) month period, in accordance with the GPLP Partnership
Agreement.
4. Agreement Relating to Polaris Fashion Place Ring Road. The Company owns
one hundred percent (100%) of PFP Columbus, LLC, a Delaware limited
liability company (the "Mall Owner"). The Mall Owner owns the regional
shopping center ("Center") known as Polaris Fashion Place situated in
Delaware County, Ohio. The Center was legally formed pursuant to a
certain Operating and Reciprocal Easement Agreement, as amended
("REA"), which was recorded with the Delaware County Recorder's Office.
Attached to the REA is a certain plot plan (the "Plot Plan"), which
shows the location of a certain Ring Road ("Ring Road") and related
access roads (the "Access Roads"). Concurrent with the execution of
this Agreement, the Company shall cause the Mall Owner to execute and
deliver, and NP agrees to execute and deliver, the agreement (the "Ring
Road Agreement") relating to curb cuts on the Ring Road and the Access
Road that is set forth on Exhibit B attached to this Agreement.
5. Transfer of the Interests after the Effective Date. After the Effective
Date of this Agreement, none of the Sellers shall transfer directly or
indirectly all or any part of their respective Interests in the
Company, even if those transfers are permitted by the terms of the
Operating Agreement.
6. Contingencies to Closing. In connection with the execution of this
Agreement, Purchaser also entered into an agreement (the "Polaris
Center Purchase Agreement") to purchase 100% of the membership
interests owned by N.P. in Polaris Center, LLC, a Delaware limited
liability company ("Polaris Center"). It is the parties' intentions and
requirement that the Closing of this Agreement occur simultaneously
with the closing of the Purchaser's acquisition of all of N.P.'s
limited liability interests (the "Polaris Center Interests") in Polaris
Center, and it shall be a condition precedent to this Agreement that
N.P., in consideration for payment to it as required under the Polaris
Center Agreement, transfer all of N.P.'s Polaris Center Interests to
Purchaser under the terms of the Polaris Center Agreement,
simultaneously with the Closing of this Agreement.
7. Closing. The Closing shall occur in the Company's offices at 000 Xxxx
Xxx Xxxxxx, Xxxxxxxx, Xxxx on January 5th, 2004 at 2:00 p.m. The
parties shall execute a closing settlement statement ("Closing
Settlement Statement") setting forth the allocation of the Purchase
Price among the Sellers as set forth in this Agreement. At the Closing,
the parties shall execute and/or deliver the following documents
(collectively, the "Closing
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Documents") and other deliveries required by the terms of this
Agreement, all of which are set forth below:
Referred to in Section 4
Agreement/Document/Delivery Agreement Section Delivered By
--------------------------- ----------------- ------------
(a) Assignment Agreement Section 1 Sellers
(b) Cash portion of Purchase Price Section 3(a) Purchaser
(c) OP Units Section 3(b)(iv) Purchaser
(d) Investment Representation Letter Section 3(b)(vi) Sellers
(e) Closing Settlement Statement Section 7 Company
(f) Good Standing Certificate Section 9(a)(v) Sellers
(g) Good Standing Certificates Section 9(b)(iii) Purchaser
(h) Such other documents Section 10 Any of the parties
(i) Resolutions Section 17 Each of the Sellers
8. Mutual Release. Effective as of the Closing Date and the payment of the
entire Purchase Price by the Purchaser to the Sellers, the Purchaser,
each of the Sellers, and the Company, for each of them and their
respective, as applicable, successors, legal representatives, assigns
and all persons claiming by, through or under them, and each of their
respective, as applicable, members, parent, subsidiary and/or
affiliated companies or entities, shareholders, officers, directors,
partners, members, employees, agents, representatives and attorneys of
all of the foregoing, and their respective successors, legal
representatives, assigns and all persons claiming by, through or under
any of them (collectively, "Representatives"), do hereby release,
acquit and forever discharge each other and their respective
Representatives from and against any and all manner of actions, causes
of action, suits, debts, dues, sums of money owed to them,
compensation, commissions, covenants, costs, judgments, damages, and
claims, demands and actions of whatever nature or kind, in law or in
equity (collectively, the "Claims") which any of them now have or had
or may ever have against each other and all of their respective
Representatives, singularly or in combination, on account of, arising
out of, or in connection with any matter, transaction, act, omission or
other involvement of whatever nature or kind from the beginning of time
through the end of time, which in any way relate to (a) the Sellers'
investment and membership in the Mall Owner and the Company, (b) any
and all rights and obligations under the current or any former
Operating Agreements for the Mall Owner or the Company, (c) any and all
rights and obligations under any other agreements or understandings
relating to the Seller's investment in and ownership of the Mall
Owner's or the Company's business or assets, including without
limitation any and all financial reporting and accounting matters
associated therewith, (d) the transfer of the Interests, (e) any other
matters, directly or indirectly, relating to any of the foregoing, or
(f) matters relating to this Agreement, except for any obligations set
forth in this Agreement which are expressly intended to survive the
Closing Date or expressly intended to occur after the Closing Date.
Each of the Purchaser, the Sellers and the Company, as of the Closing
Date agree to indemnify
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and hold the other and all of its respective Representatives harmless,
including without limitation, the obligation to pay the other's legal
fees and expenses arising out of any Claims made in violation of the
release and indemnity provisions contained in this section of the
Agreement. Not in limitation of the foregoing, but as further
illustration, each of the Purchaser, the Sellers and the Company
covenant and agree, as of the Closing Date for and on behalf of each of
them and their respective Representatives, to forever refrain from
instituting, prosecuting, asserting or otherwise pursuing or pressing
against each other any Claims which are released hereby. The terms of
this section are intended to survive the Closing forever. The foregoing
mutual release contained in Section 8 of this Agreement is not intended
to terminate or release any obligations under the following agreements:
a. The Ring Road Agreement attached to this Agreement as Exhibit
B; and,
b. Various declarations of restrictions, curb cut and access
maintenance agreements and sign easement agreements relating
to real estate adjacent to the Center.
9. Representations and Warranties.
a. Sellers' Representations and Warranties. Each Seller, with
respect to itself, hereby represents and warrants to the
Purchaser as of the Effective Date and again as of the Closing
Date as follows:
i. that such Seller has good and marketable title to
their respective Interest, free and clear of any
lien, pledge, security interest, claim, option,
agreement, encumbrance or other restriction of
whatever nature or kind;
ii. that such Seller has not previously transferred any
part of their respective Interest sold to Purchaser
under the terms of this Agreement;
iii. that such Seller has the full and complete right and
power to make the Transfer contemplated by this
Agreement;
iv. both the execution and delivery of this Agreement by
such Seller and by the undersigned signatory on
behalf of the Seller, and the performance of all
obligations and delivery of all Closing Documents,
have been duly and properly authorized by all proper,
legal and duly authorized actions;
v. if such Seller is a limited liability company or
limited partnership, such Seller is in good standing
under the laws of the State of Ohio, and that each of
its nonindividual constituent members or partners, as
applicable, is in good standing, and that to the
extent that the execution of this Agreement or any
actions contemplated hereby must be authorized by
such Seller's members or partners, as applicable,
such actions have been duly and properly authorized
by all proper, legal and duly authorized actions. If
such Seller is a limited liability company or limited
partnership, such Seller shall order and tender to
Purchaser at the Closing,
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a good standing certificate issued by the Ohio
secretary of state to confirm that the Seller is in
good standing under the laws of the State of Ohio.
The tender of such good standing certificate shall in
no way release or excuse a Seller from the
representations, warranties and obligations contained
in this subsection;
vi. that as to the Seller who is an individual, such
Seller has the right and power to enter into this
Agreement, and is under no restrictions,
disabilities, or subject to any other condition which
would in any way prohibit or restrict that individual
Seller from executing this Agreement and performing
all of that individual Seller's obligations under the
terms of this Agreement;
vii. no consents from any person, entity, lender or other
third party of whatever nature or kind are required
in order to enter into this Agreement and perform all
of such Seller's obligations hereunder; and,
viii. the Recitals set forth in this Agreement are true and
accurate in every respect.
b. Purchaser's Representations and Warranties. Purchaser hereby
represents and warrants to each Seller as of the Effective
Date and again as of the Closing as follows:
i. that it has the full and complete right and power to
accept the Transfer contemplated by this Agreement;
ii. both the execution and delivery of this Agreement by
the Purchaser and by the undersigned signatory on
behalf of the Purchaser, and the performance of all
obligations and delivery of all Closing Documents,
have been duly and properly authorized by all proper,
legal and duly authorized actions;
iii. the Purchaser is a limited partnership in good
standing under the laws of the State of Delaware, and
that each of its constituent nonindividual partners
is in good standing, and that to the extent that the
execution of this Agreement or any actions
contemplated hereby must be authorized by its
partners, such actions have been duly and properly
authorized by all proper, legal and duly authorized
actions. The Purchaser shall order and tender at the
Closing, one (1) good standing certificate issued by
the Delaware Secretary of State to confirm that the
Purchaser is in good standing under the laws of the
State of Delaware. The tender of such good standing
certificate shall in no way release or excuse
Purchaser from the representations, warranties and
obligations contained in the first sentence of this
subsection;
iv. no other consents from any person, entity, lender or
other third party of whatever nature or kind are
required in order to enter into this Agreement and
perform all of its obligations hereunder; and,
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v. the Recitals set forth in this Agreement are true and
accurate in every respect.
The representations and warranties set forth in this Section shall
survive the Closing, and all same shall be true and accurate in all
material respects as of the Effective Date as well as of the Closing
Date, without the necessity of signing any updated certificate or other
document reconfirming all said representations and warranties as of the
date of the Closing.
10. Further Assurances. The parties agree to execute and deliver such
instruments and take such further actions as another party may, from
time to time, reasonably request and are reasonably required in order
to effectuate the purposes and to carry out the terms of this
Agreement.
11. Pre-Closing Covenants. Each of the parties to this Agreement will use
his or its commercially reasonable efforts to take all action and to do
all things necessary, proper or advisable in order to consummate and
make effective the transactions contemplated by this Agreement,
including without limitation, the delivery of the items set forth in
Section 7 hereof. The Company will not cause or permit the Company or
Mall Owner to sell any Outlot(s) (as that term is defined in the REA)
prior to the Closing.
12. Broker Fees. Each party hereby represents and warrants to the other
that it has dealt with no broker, investment broker or agent in
connection with the transactions contemplated hereby and that no
commission, finders' fees or other such payments are due any such
person. Purchaser and Sellers shall indemnify, defend (with counsel
satisfactory to the indemnified party) and agree to hold the other
harmless from and against any and all loss, liability, cost or expense
(including without limitations, court costs and reasonable attorneys'
fees and expenses) that the one may suffer or sustain should the
foregoing representations and warranties of the other prove inaccurate.
The foregoing indemnity shall survive the Closing and/or any
termination of this Agreement.
13. Notice Addresses. Any notice required or permitted by or in connection
with the Agreement, without implying the obligation to provide any such
notice, shall be in writing sent to the appropriate addresses set forth
below or to such other addresses as may be hereafter specified by
written notice by Sellers or Purchaser. Any such notice shall be deemed
to be effective (a) one (1) day after deposit if sent by a nationally
recognized overnight courier service, or (b) two (2) days after deposit
if sent by the U.S. Postal Service, postage prepaid, certified, return
receipt requested, or (c) upon receipt if hand delivered or sent by
facsimile with the sender retaining the facsimile confirmation to prove
delivery.
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a. If to Sellers:
N.P. Limited Partnership
0000 Xxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxx 00000
Attn: Xxxxx X. Xxxxxx, Esq.
Yogi Development Co., LLC
x/x Xxxxxxxx Xxxxx
00 Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxx 00000
Attn: Xxxxxx X. Xxxxxx, Xx.
Xxxxxxxx-Fair III, LLC
c/o Xxxx Xxxxxxxx Co.
0000 Xxxx Xxxx
Xxxxx Xxxx, Xxxx 00000
Attn: Xxx Xxxxxxxx
Xxxxxx X. Xxxxxx
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
LAW Polaris LLC
c/o Xxxxxx Xxxxxx Company
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attn: Xxxxxx Xxxxxx
NEK Polaris LLC
c/o Xxxxxx X. Xxxxxx & Associates, Inc.
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxx 00000
Attn: Xxx Xxxxxx
TPKFF Polaris LLC
c/o Xxxxxx X. Xxxxxx & Associates, Inc.
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxx 00000
Attn: Xxx Xxxxxx
b. If to Purchaser:
Glimcher Properties Limited Partnership
000 Xxxx Xxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
Telecopy No. 000-000-0000
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With a copy to:
Xxxxx Xxxxx Xxxx LLC
00 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxx 00000
Attn: Xxxx X. Xxxxxxxxxxx, Esq.
Telecopy No. 000-000-0000
14. Choice of Law. The laws of the State of Ohio shall govern the rights
and obligations of the parties to this Agreement, and the
interpretation and construction and enforceability thereof, and any and
all issues relating to the transactions contemplated herein.
15. Miscellaneous. This Agreement may be changed, waived or amended only in
an agreement signed by all parties to this Agreement. Except as
specifically provided herein, this Agreement contains the entire
understanding between the parties relating to the subject matter
hereof, and it supersedes any and all prior oral or written
understandings or agreements relating to any such matters. This
Agreement shall be binding upon and inure to the benefit of the parties
hereto, and their successors, assigns, heirs and personal
representatives, as applicable. The captions of the several sections of
this Agreement are not a part hereof, and these captions shall not be
used to interpret any of the terms of this Agreement. The Recitals are
intended to be a part of this Agreement and are incorporated into the
body hereof. All parties signing this Agreement have taken all duly
authorized action necessary to authorize the execution of this
Agreement and to execute any and all documents related hereto, and each
of the parties may rely upon this section of the Agreement without the
necessity of having further documentation to evidence such authority.
If either party defaults under its obligations set forth in this
Agreement, the non-defaulting party shall be entitled to recover
reasonable attorneys' fees and expenses incurred by the non-defaulting
party in either defending or initiating any action against the
defaulting party. The parties specifically acknowledge, represent and
warrant that all of the terms and conditions of this Agreement are
adequately and fully supported by consideration. The date of this
Agreement shall be the date that the last party signs it. In computing
any period of time under this Agreement, the day of the act or event
for which the designated period of time begins to run shall not be
included, but the last day of the period shall be included, unless it
is a Saturday, Sunday or a legal holiday, in which event, the period
shall run through the next business day. This Agreement may be executed
in counterparts and shall be fully enforceable so long as both parties
have signed either one Agreement or documents in counterpart. This
Agreement may be executed by facsimile signature and such facsimile
signatures shall be deemed as originals.
16. Cooperation for Section 1031 Exchange. The Purchaser and the Company
shall reasonably cooperate with any Seller in effecting or facilitating
an exchange (the "Exchange") under Section 1031 of the Internal Revenue
Code, including causing a distribution of property by the Company to a
Seller in partial redemption of such Seller's membership interest, all
on terms and conditions not inconsistent with the terms of this
Agreement and on terms and conditions mutually agreeable to Seller and
Purchaser. The
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Sellers requesting the Exchange shall bear all costs and expenses
incurred by the Sellers and those reasonably incurred by the Purchaser
in effecting or facilitating any such Exchange.
17. Authorization. At the Closing, each nonindividual Seller shall tender
an executed resolution and Officer's certificate evidencing (a)
ratification of the entity's and the signatory's authority to execute
this Agreement, and (b) authorization of the entity's and the
signatory's authority to execute and deliver the Closing Documents and
to perform any and all actions required to be performed under the terms
of this Agreement.
[End of Agreement - Signatures appear on the following pages]
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IN WITNESS WHEREOF, the following signatories, intending to be legally
bound hereby, have executed this Agreement.
SELLER:
N.P. LIMITED PARTNERSHIP,
an Ohio limited partnership
By: KEW Investment Company, an Ohio
general partnership, its General Partner
By: The Xxxxxx Xxxxxxxxx Xxxxxx Trust
U/A October 6, 1988, as amended, its
general partner
November 26, 2003 By:____________________________________
Xxxxxx X. Xxxxxx, Trustee
YOGI DEVELOPMENT CO., LLC,
an Ohio limited liability company
November 26, 2003 By:__________________________________________
Its:_________________________________________
XXXXXXXX-FAIR III, LLC,
an Ohio limited liability company
November 26, 2003 By:__________________________________________
Its:_________________________________________
LAW POLARIS LLC,
an Ohio limited liability company
November 26, 2003 By:__________________________________________
Its:_________________________________________
NEK POLARIS LLC,
an Ohio limited liability company
November 26, 2003 By:__________________________________________
Its:_________________________________________
TPKFF POLARIS LLC,
an Ohio limited liability company
November 26, 2003 By:__________________________________________
Its:_________________________________________
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November 26, 2003 _____________________________________________
XXXXXX X. XXXXXX, individually
PURCHASER:
GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited
partnership, through its sole and general
partner signing below
By: GLIMCHER PROPERTIES
CORPORATION, a Delaware corporation
November 26, 2003 By:__________________________________________
Xxxxxxx Xxxxxxxx, Chairman
COMPANY:
POLARIS MALL, LLC., a Delaware limited
liability company
By: GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited
partnership, its Managing Member
By: GLIMCHER PROPERTIES
CORPORATION, a Delaware
corporation, its General Partner
November 26, 2003 By:__________________________________________
Xxxxxxx Xxxxxxxx, Chairman
[End of Signatures]
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EXHIBIT A
ASSIGNMENT OF MEMBERSHIP AGREEMENT
_____% LLC Interest
ASSIGNMENT OF MEMBERSHIP AGREEMENT
This Assignment of Membership Interest ("Assignment") is made by and
among _____________________, a __________________________ ("Assignor") and
Glimcher Properties Limited Partnership, a Delaware limited partnership
("Assignee"). The parties intending to be legally bound, hereby agree as
follows:
Assignor and Assignee have entered into a certain Membership Interest
Purchase Agreement dated as of November ______, 2003 ("Agreement"), and
reference is hereby made to said Agreement. Terms which are capitalized herein
shall have the same meaning as those identically capitalized terms are defined
in the Agreement. Assignor is a Member of the Company, owning an ________
percent (_____%) limited liability membership interest (the "Interest") in the
Company.
FOR VALUE RECEIVED, Assignor hereby sells, assign and transfers to the
Assignee, the Interest in the Company for the consideration described more
particularly in the Agreement. Assignor hereby remakes all representations and
warranties contained in the Agreement as of the Closing Date.
Assignor further covenants and agrees that, consistent with the terms
of the Agreement, from time to time upon the reasonable request of the Assignee
or the Company, Assignor will execute any document reasonably necessary to
complete, document or otherwise implement the Transfer of the Interest assigned
hereby.
This Assignment is intended to be effective as of the Closing Date set
forth on the signature page hereof.
[End of Assignment - Signatures Appear on Following Page]
IN WITNESS WHEREOF, the Assignor and the Assignee, intending to be
legally bound hereby, have executed this Assignment by their duly authorized
representative signing below.
ASSIGNOR:
______________________________,
a __________________________________,
By:__________________________________
Name:________________________________
Title:_______________________________
ASSIGNEE:
GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Glimcher Properties Corporation
a Delaware corporation, its General Partner
By:______________________________________
Xxxxxx X. Xxxxxxx
Executive Vice President
Closing Date: January 5, 2004
EXHIBIT B
RING ROAD AGREEMENT
