Amendment To Agreement of Sale And Purchase And Joint Escrow Instructions

AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
AND JOINT ESCROW INSTRUCTIONS


This Amendment to Agreement of Sale and Purchase and Joint Escrow Instructions ("Amendment") is made and entered into this 4th day of November, 2005 by and between Glimcher Properties Limited Partnership, a Delaware limited partnership (the "Buyer") and Passco Colima, LLC, a Delaware limited liability company, Passco PHM, LLC, a Delaware limited liability company, PHM-1, LLC, a Delaware limited liability company, PHM-2, LLC, a Delaware limited liability company, PHM-3, LLC, a Delaware limited liability company, PHM-4, LLC, a Delaware limited liability company, PHM-5, LLC, a Delaware limited liability company, PHM-6, LLC, a Delaware limited liability company, PHM-7, LLC, a Delaware limited liability company, PHM-8, LLC, a Delaware limited liability company, PHM-9, LLC, a Delaware limited liability company, PHM-10, LLC, a Delaware limited liability company, PHM-11, LLC, a Delaware limited liability company, PHM-12, LLC, a Delaware limited liability company, PHM-13, LLC, a Delaware limited liability company, PHM-14, LLC, a Delaware limited liability company, PHM-15, LLC, a Delaware limited liability company, PHM-16, LLC, a Delaware limited liability company, PHM-17, LLC, a Delaware limited liability company, PHM-18, LLC, a Delaware limited liability company, PHM-20, LLC, a Delaware limited liability company, PHM-21, LLC, a Delaware limited liability company, PHM-23, LLC, a Delaware limited liability company, PHM-24, LLC, a Delaware limited liability company, PHM-25, LLC, a Delaware limited liability company, PHM-26, LLC, a Delaware limited liability company, PHM-27, LLC, a Delaware limited liability company, PHM-28, LLC, a Delaware limited liability company and PHM-29, LLC, a Delaware limited liability company, each as tenants in common (collectively, the "Seller").


RECITALS
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A. On or about October 5, 2005, Seller and Buyer entered into that certain Agreement of Sale and Purchase and Joint Escrow Instructions (the "Agreement") pursuant to which Seller agreed to sell to Buyer and Buyer agreed to purchase from Seller an indoor mall commonly known as "Puente Hills Mall", located at 1600 South Azusa Avenue in the City of industry, California (the "Property").


B. Seller and Buyer have agreed to amend the Agreement as set forth in this Amendment.


C. Capitalized terms that are used in this Amendment that are not otherwise defined in this Amendment shall have the meanings ascribed in the Agreement.


AGREEMENTS
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For valuable consideration, the receipt and sufficiency of which are acknowledged, Seller and Buyer agree as follows.


1. Inspection Period; Waiver of Conditions; and Initial Deposit. The Inspection Period has expired, Buyer hereby approves all matters relating to the Property as set forth in Article 3 of the Agreement, and the Initial Deposit is hereby non-refundable (except in the event of Seller's default under the Agreement).


2. Additional Deposit. Buyer shall, within one (1) business day after mutual execution and delivery of this Amendment, deposit with Escrow Holder, by wire transfer of immediately available federal funds, the Additional Deposit.


3. Purchase Price. As full consideration to Buyer for assuming the obligations of Seller under Section 23.17 of Seller's existing lease dated June 1, 1998 with Linens `N Things (the "LNT Reimbursement Obligation"), the Purchase Price is hereby reduced to One Hundred Seventy Million Eighty Thousand Dollars ($170,080,000.00). Buyer agrees that from and after the Closing, Seller shall have no further obligation to Buyer with respect to the LNT Reimbursement Obligation.


4. OPA. Buyer agrees that notwithstanding anything contained in Section 3.8 of the Agreement to the contrary, Seller shall have the option, exercisable at any time prior to the Closing, to retain all obligations of Seller under the OPA. If Seller elects to retain all obligations under the OPA, Seller agrees to execute at Closing a mutually acceptable agreement whereby Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all obligations under the OPA, and agrees not to amend the OPA without Buyer's prior written consent.


5. General Provisions.


(a) Other than as expressly set forth in this Amendment, the Agreement
is not amended in any manner.


(b) From and after the date hereof, all references in the Agreement to
the term "Agreement" shall be deemed to refer to the Agreement as modified
by this Amendment.


(c) This Amendment may be executed in any number of counterparts,
whether by original, copy, or telecopy signature, and each counterpart of
this Amendment so executed shall, taken together, comprise one and the same
original document.


(d) Time is of the essence of this Amendment.


Executed as of November 4, 2005.


BUYER


GLIMCHER PROPERTIES LIMITE ...