Contract
EXHIBIT 3.46
AMENDMENT NO. 41 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 41 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of March
7, 2002, by Prime Group Realty Trust, a Maryland real estate investment trust
("PGRT"), as the Managing General Partner of Prime Group Realty, L.P., a
Delaware limited partnership (the "Partnership"), and on behalf of the other
Partners (as hereinafter defined). Capitalized terms used but not otherwise
defined herein shall have the meanings given to such terms in the Amended and
Restated Agreement of Limited Partnership of the Partnership, dated as of
November 17, 1997, by and among PGRT and the other parties signatory thereto, as
amended thereafter (as so amended, the "Limited Partnership Agreement").
W I T N E S S E T H:
WHEREAS, pursuant to Section 4.3.C. of the Limited Partnership Agreement,
the Managing General Partner may raise all or any portion of Additional Funds
required by the Partnership for the acquisition of additional properties by
accepting additional Capital Contributions, including the issuance of Common
Units for Capital Contributions that consist of property or interests in
property;
WHEREAS, pursuant to that Real Estate Sales Contract, dated as of October
20, 1997, by and among The Prime Group, Inc., an Illinois corporation, PGRT, the
Partnership and the Contributors named therein (the "Agreement"), the
Partnership agreed to purchase certain vacant land from the Contributors located
in Xxxxx Stream and Batavia, Illinois (the "Property") upon the fulfillment of
certain conditions;
WHEREAS, the conditions of the Agreement having been fulfilled, the
Partnership is acquiring the Property in return for issuing Common Units of
Limited Partner Interest to The Xxxxx Group, L.L.C., Xxxxx X. Xxxx and Xxxxxx X.
Xxxx; and
WHEREAS, Sections 2.4 and 12.3 of the Limited Partnership Agreement
authorize, among other things, the Managing General Partner, as true and lawful
agent and attorney-in fact, to execute, swear to, acknowledge, deliver, file and
record this Amendment on behalf of each Partner that has executed the Limited
Partnership Agreement and on behalf of the Partnership.
NOW, THEREFORE, for good and adequate consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Acceptance of Capital Contribution in Exchange for Common Units.
(a) PGRT, as Managing General Partner and on behalf of the Partnership, hereby
accepts from Xxxxx Stream Industrial Park Joint Venture and Narco Enterprises,
Inc. the grant of all of their right, title and interest in the Property, legal
descriptions of which are attached hereto as Exhibit 1, as a Capital
Contribution in exchange for an aggregate of 344,331 Common Units of Limited
Partner Interest which are hereby issued by the Partnership as follows: 335,753
Common Units of Limited Partner Interest to The Xxxxx Group, L.L.C., 4,289
Common Units of Limited Partner Interest to Xxxxx X. Xxxx and 4,289 Common Units
of Limited Partner Interest to Xxxxxx X. Xxxx pursuant to Section 4.3.C of the
Limited Partnership Agreement, and which are evidenced by Common Unit
Certificate Nos. 77, 78 and 79 of the Partnership.
(b) Each of the Common Units of Limited Partner Interest issued to The
Xxxxx Group, L.L.C., Xxxxx X. Xxxx and Xxxxxx X. Xxxx pursuant to this Section 2
shall have the same terms and provisions as the Common Units of Limited Partner
Interest issued by the Partnership on November 17, 1997 except that the Exchange
Rights relating thereto may be exercised only after the first (1st) anniversary
of their issuance (as opposed to November 17, 1998).
Section 2. Amendment of Exhibit A to the Limited Partnership Agreement.
Exhibit A to the Limited Partnership Agreement is hereby amended and restated to
reflect the aforementioned change(s) by deleting Exhibit A attached thereto in
its entirety, and by attaching in lieu thereof a replacement exhibit in the form
of Exhibit A attached hereto. From and after the effectiveness of this
Amendment, the amended and restated Exhibit A attached hereto shall be the only
Exhibit A to the Limited Partnership Agreement, unless and until it is hereafter
further amended.
Section 3. Reference to and Effect on the Limited Partnership Agreement.
A. The Limited Partnership Agreement is hereby deemed to be amended to the
extent necessary to effect the matters contemplated by this Amendment. Except as
specifically provided for hereinabove, the provisions of the Limited Partnership
Agreement shall remain in full force and effect.
B. The execution, delivery and effectiveness of this Amendment shall not
operate (i) as a waiver of any provision, right or obligation of the Managing
General Partner, the other General Partner or any Limited Partner under the
Limited Partnership Agreement except as specifically set forth herein or (ii) as
a waiver or consent to any subsequent action or transaction.
Section 4. Applicable Law. This Amendment shall be construed in accordance
with and governed by the laws of the State of Delaware, without regard to the
principles of conflicts of law.
[signature page follows]
AMENDMENT NO. 41 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
MANAGING GENERAL PARTNER:
------------------------
PRIME GROUP REALTY TRUST, a
Maryland real estate investment trust
By: /s/Xxxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Co-President
LIMITED PARTNERS:
----------------
Each Limited Partner hereby executes
this Amendment to the Limited
Partnership Agreement.
By: PRIME GROUP REALTY TRUST, a
Maryland real estate investment
trust, as attorney-in fact
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title:Co-President
As to Section 1 hereof,
ACKNOWLEDGED AND AGREED
THE XXXXX GROUP, L.L.C.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxx X. Xxxxx
-----------------------
Title: President
----------------
/s/ Xxxxx X. Xxxx
-----------------
Xxxxx X. Xxxx
/s/ Xxxxxx X. Xxxx
------------------
Xxxxxx X. Xxxx
AMENDMENT 41a
EXHIBIT A*
Partners, Number of Units and Capital Contributions
Number of Capital
Managing General Partner Common Units Contribution
Prime Group Realty Trust 15,703,158 **
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Limited Partners
The Xxxxx Group, L.L.C. 1,815,187 $29,747,057
c/o Xxxxxxx X. Xxxxx
00 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Narco Enterprises, LLC
c/o Xxxxxxx X. Xxxxx 136,459 $1,798,607
00 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx
Trust Dated May 22, 1992 398,427 $7,968,540
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxx 0000
Xxxxxxx, XX 00000
Number of Capital
Limited Partners Common Units Contribution
Xxxxxxx X. Xxxxxxxx 54,544 $1,090,880
Trust Dated May 21, 1992
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxx 0000
Xxxxxxx, XX 00000
Xxxx Xxxxxxxx 1991 Trust 169,053 $3,381,060
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxx 0000
Xxxxxxx, XX 00000
Xxxxxxx Xxxxxxxx 1991 Trust 169,053 $3,381,060
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxx 0000
Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx 36,006 $720,120
0000 Xxxxxxxxxx Xxx
Xxxxxxxxx, XX 00000
Sky Harbor Associates 62,149 $1,242,980
c/o Xxxxxx X. Xxxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxx 110,000 $2,200,000
c/o Prime Group Realty Trust
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Number of Capital
Limited Partners Common Units Contribution
Primestone Investment Partners, L.P. 7,944,893 **
c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Prime Group VI, L.P. 47,525 $950,500
c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
Xxx X. Xxxxxxxxx 2,608 $52,160
000 Xxxxxx Xxxxx
Xxx. 0000
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx 2,608 $52,160
000 Xxxx Xxxxxx Xx.
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxx, as Trustee of the 37,259 $745,180
Xxxxxx X. Xxxx Trust dated December
18, 1998
0000 X. Xxxxx Xxxxxx
#00X
Xxxxxxx, XX 00000
Xxxxx X. Xxxx 31,568 $428,343
Connemara Farm
00 X. Xxxxxxxx Xxxx
Xxxxx Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxx 13,568 $428,343
Connemara Farm
00 X. Xxxxxxxx Xxxx
Xxxxx Xxxxxxxxxx, XX 00000
Number of Capital
Managing General Partner Preferred Units Contribution
Prime Group Realty Trust 2,000,000 **/
--
00 Xxxx Xxxxxx Xxxxx Convertible Preferred
Xxxxx 0000 Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Prime Group Realty Trust 4,000,000 **/
--
00 Xxxx Xxxxxx Xxxxx Series B Preferred
Xxxxx 0000 Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
--------
* As amended by Amendment No. 41 to the Amended and Restated Agreement of
Limited Partnership of Prime Group Realty, L.P.
** This amount shall be inserted by the Managing General Partner.
