EXHIBIT 10.4
THIRD AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF GREAT LAKES REIT, L.P.
This Third Amendment to the Amended and Restated Agreement of Limited
Partnership of Great Lakes REIT, L.P. (the "Third Amendment") is made and
entered into as of the 22nd day of May, 1998 by Great Lakes REIT, Inc., a
Maryland corporation ("GLREIT").
RECITALS:
WHEREAS, GLREIT is the sole general partner of a Delaware limited
partnership known as Great Lakes REIT, L.P. (the "Partnership"), the business
and affairs of which are conducted in accordance with the terms and conditions
of a certain Agreement of Limited Partnership dated September 27, 1996, as
amended and restated by the Amended and Restated Agreement of Limited
Partnership dated as of December 19, 1996, the First Amendment to the Amended
and Restated Agreement of Limited Partnership of Great Lakes REIT, L.P. dated
February 6, 1997 (collectively the "Partnership Agreement"); and the Second
Amendment to the Amended and Restated Agreement of Limited Partnership of Great
Lakes REIT, L.P. dated February 10, 1997 (collectively the "Partnership
Agreement");
WHEREAS, Section 13.1(b)(ii) of the Partnership Agreement expressly
provides, that GLREIT, the general partner of the Partnership shall amend the
Partnership Agreement to reflect the admission of Partners in conformance with
the Partnership Agreement;
WHEREAS, the individuals listed in Exhibit A attached hereto (the
"Contributing Partners") have contributed interests in certain real estate to
the Partnership in consideration for Limited Partnership interests; and
WHEREAS, GLREIT as general partner of the Partnership desires to amend the
Partnership Agreement to reflect the addition of the Contributing Partners to
the Partnership as new Limited Partners and to revise the percentage interests
of the Partners to reflect the new interests;
NOW THEREFORE, the parties hereto hereby agree as follows:
5. The Contributing Partners identified in Exhibit A attached hereto are
hereby added to the Partnership as new Limited Partners and the
Percentage Interests of the Partners are hereby revised as noted in
Exhibit A attached.
6. Except as set forth above, no other provision of the Partnership
Agreement shall be affected, amended or modified except to the extent
necessary to conform to the above amendment. Unless defined herein
all capitalized terms used herein shall have the definition provided
in the Partnership Agreement.
7. The foregoing amendment has been proposed by GLREIT, in its capacity
as the General Partner of the Partnership in accordance with the
provisions of Section 13.1(b)(ii) of the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
as of the date and year first above written.
GREAT LAKES REIT, INC.
By: Xxxxx Xxxxx
-----------------------------------
Xxxxx Xxxxx
Its: Vice President
EXHIBIT A TO THE
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
GREAT LAKES REIT, L.P.
EFFECTIVE DATE: May 22, 1998
Partnership Preferred Percentage
Name and Address Capital Contribution Units Units Interest
---------------- -------------------- ----------- --------- ----------
GENERAL PARTNER:
Great Lakes REIT, Inc. Real estate and cash 8,652,368.5 49.7889%
000 Xxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
LIMITED PARTNERS:
Great Lakes REIT, Inc. Real estate and cash 8,652,368.5 49.7889%
000 Xxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
GLR No. 3 Cash 881 0.0051%
000 Xxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
FCL Xxxxxx Xxxxx Indust. JV Units 24,050 0.1384%
Xxxxxx X. Xxxxxxxxx Real estate (Inverness) 16,149 0.0929%
Xxxx X. Xxxxx Real estate (Inverness) 16,149 0.0929%
Xxxx X. X'Xxxxx Real estate (Inverness) 16,149 0.0929%
------ -------
Total: 17,378,115 100.0000%
