AMENDMENT NO. 35 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 35 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of March
15, 2000, 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) and The Xxxxx Group, L.L.C., a Delaware
limited liability company (the "Xxxxx Company"). 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, in connection with PGRT's November 1997 initial public
offering, the Xxxxx Company contributed certain properties to the Partnership
(the "Xxxxx Contribution") in exchange for 927,100 Common Units of General
Partner Interest in the Partnership (the "Xxxxx XX Common Units");
WHEREAS, concurrently with the Xxxxx Contribution, PGRT and the
Partnership granted to the Xxxxx Company two options to put portions of the
Xxxxx XX Common Units to PGRT and the Partnership on the terms and subject to
the conditions set forth in that certain Put Option Agreement, dated as of
November 17, 1997, by and among the Xxxxx Company, PGRT and the Partnership (the
"Put Option Agreement");
WHEREAS, also concurrently with the Xxxxx Contribution, the Partnership
entered into a Tax Indemnification Agreement, dated as of November 17, 1997 (the
"Tax Indemnification Agreement"), with affiliates of the Xxxxx Company
consisting of Xxxxxxx X. Xxxxx, an individual, Narco Enterprises, Inc., an
Illinois corporation and Xxxxx Group Limited, a Delaware corporation
(collectively, the "Xxxxx Indemnitees"), pursuant to which the Partnership
agreed to indemnify the Xxxxx Indemnitees against certain tax liabilities on the
terms and subject to the conditions set forth in the Tax Indemnification
Agreement;
WHEREAS, the Xxxxx Company desires that the Xxxxx XX Common Units be
converted (the "Conversion") into Common Units of Limited Partner Interest in
the Partnership ("LP Common Units") and to withdraw from its capacity as a
General Partner of the Partnership concurrently with the Conversion;
WHEREAS, PGRT and the Partnership desire to convert the Xxxxx XX Common
Units into LP Common Units as described above;
WHEREAS, the Xxxxx Company was admitted to the Partnership as an
Additional Limited Partner as of April 22, 1999 pursuant to Amendment No. 22 to
the Limited Partnership Agreement;
WHEREAS, in connection with the Conversion, the parties desire to
concurrently terminate the Put Option Agreement and to modify the Tax
Indemnification Agreement;
WHEREAS, pursuant to Section 11.2.A. of the Limited Partnership
Agreement, the withdrawal of the Xxxxx Company from its capacity as a General
Partner of the Partnership requires the Consent of the Partners and the consent
of the Managing General Partner;
WHEREAS, the Partners desire to amend the Limited Partnership Agreement
to reflect (i) the increase in outstanding Common Units of Limited Partner
Interest and the related decrease in outstanding Common Units of General Partner
Interest resulting from the Conversion and (ii) the withdrawal of the Xxxxx
Company from its capacity as a General Partner of the Partnership; 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. CONVERSION OF THE XXXXX XX COMMON UNITS; PGRT SHAREHOLDER
APPROVAL. (a) Upon the effectiveness of this Amendment, the 927,100 Xxxxx XX
Common Units are hereby converted into an aggregate of 927,100 LP Common Units
(the "New LP Common Units").
(b) Each of the New LP Common Units shall have the same terms
and provisions of the Common Units of Limited Partner Interest issued by the
Partnership on November 17, 1997 except that (i) the Exchange Rights relating
thereto may be exercised at any time after the date that is six months after the
date of this Amendment (as opposed to November 17, 1998) and (ii) such New LP
Common Units will be subject to the Registration Rights Agreement
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dated as of December 15, 1997 by and among PGRT, the Partnership and H Group
LLC (as opposed to the Registration Rights Agreement entered into by PGRT and
the Partnership on November 17, 1997).
Section 2. WITHDRAWAL OF THE XXXXX COMPANY AS A GENERAL PARTNER. PGRT,
as Managing General Partner, hereby consents to the withdrawal of the Xxxxx
Company from its capacity as a General Partner of the Partnership, effective
upon the effectiveness of this Amendment. Upon the effectiveness of this
Amendment, the Xxxxx Company hereby withdraws from its capacity as a General
Partner of the Partnership.
Section 3. ACCEPTANCE OF TERMS AND CONDITIONS OF THE LIMITED
PARTNERSHIP AGREEMENT APPLICABLE TO LIMITED PARTNERS. The Xxxxx Company hereby
acknowledges and agrees that, as a Limited Partner of the Partnership, the Xxxxx
Company continues to be bound by all of the terms and conditions of the Limited
Partnership Agreement applicable to Limited Partners, including without
limitation, the provisions of Section 2.4 of the Limited Partnership Agreement.
Section 4. REPRESENTATIONS AND WARRANTIES OF THE XXXXX COMPANY. The
Xxxxx Company hereby acknowledges, represents and warrants to PGRT and the other
Partners that each of the representations and warranties set forth in Section
3.3.D. of the Limited Partnership Agreement are true and correct with respect to
the Xxxxx Company as of the date hereof.
Section 5. AMENDMENT OF EXHIBIT A TO THE LIMITED PARTNERSHIP AGREEMENT.
Upon the effectiveness of this Amendment, 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 6. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective contemporaneously with, and subject to:
(i) the receipt by the Managing General Partner of the
Consent of the Partners to the withdrawal of the
Xxxxx Company from its capacity as a General Partner
of the Partnership, in the form of a written consent
pursuant to Section 14.1 of the Limited Partnership
Agreement;
(ii) the execution and delivery by the Partnership to the
Xxxxx Company of a Common Unit Certificate
representing 927,100 LP Common Units;
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(iii) the surrender and delivery by the Xxxxx Company to
the Partnership of the Common Unit Certificate
representing the 927,100 GP Common Units (Cert. No.
17) issued by the Partnership to the Xxxxx Company on
November 17, 1997;
(iv) the execution and delivery by the Xxxxx Company of
the Put Option Termination Agreement substantially in
the form of EXHIBIT B attached hereto;
(v) the execution and delivery by the Xxxxx Company of
the First Amendment to the Tax Indemnification
Agreement substantially in the form of EXHIBIT C
attached hereto; and
(vi) the approval by PGRT's common shareholders of the
issuance by PGRT of up to 927,100 (subject to any
applicable anti-dilution adjustments) of its common
shares of beneficial interest upon exchange of the
New LP Common Units.
Section 7. 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 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 8. COUNTERPARTS. This Amendment may be executed in
counterparts, all of which together shall constitute one agreement binding on
all the parties hereto, notwithstanding that all such parties are not
signatories to the original or the same counterpart. Each party shall become
bound by this Amendment immediately upon affixing its signatures hereto.
Section 9. 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]
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AMENDMENT NO. 35 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: LIMITED PARTNERS:
PRIME GROUP REALTY TRUST, a Each Limited Partner hereby
Maryland real estate investment executes this Amendment to
trust the Limited Partnership
Agreement.
By: PRIME GROUP REALTY TRUST, a
By: [s] Xxxxx X. Xxxxxxx Maryland real estate investment
------------------------- trust , as attorney-in-fact
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
By: [s] Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
WITHDRAWING GENERAL PARTNER:
THE XXXXX GROUP, L.L.C., a Delaware
limited liability company
By: [s] Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
-----------------------------
Its: Managing Member
-----------------------------
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EXHIBIT A*
PARTNERS, NUMBER OF UNITS AND CAPITAL CONTRIBUTIONS
Number of Capital
Managing General Partner Common Units Contribution
------------------------ ------------ -------------
Prime Group Realty Trust 15,264,835 **
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Limited Partners
The Xxxxx Group, L.L.C. 1,255,282 $23,448,061
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxx Stream Industrial Park Joint Venture 151,621 $2,146,374
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, 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
-------------------
* As amended by Amendment No. 35 to the Amended and Restated Agreement of
Limited Partnership of Prime Group Realty, L.P. This Exhibit A reflects the
ownership of units as of the date of this Amendment No. 35 assuming the
effectiveness of this Amendment No. 35. The units listed on this Exhibit A
are subject to revisions as indicated by future Amendments.
** This amount shall be inserted by the Managing General Partner.
Exhibit A-1
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
Xxxxxx X. Xxxxx 33,085 $661,700
000 Xxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxxx 36,006 $720,120
000 Xxxx Xxxxxxx
Xxxxxxxx, 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
Exhibit A-2
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. 304,097 $6,050,500
c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
H Group LLC 87,821 $1,300,000
c/o Heitman Financial Ltd.
000 X. XxXxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxxx
Xxx X. Xxxxxxxxx 2,608 $52,160
000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx 2,608 $52,160
000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxx, as Trustee of the Xxxxxx X. Xxxx 37,259 $745,180
Trust dated December 18, 1998
0000 X. Xxxxx Xxxxxx
Xxxxxxx, XX 00000
______________
** This amount shall be inserted by the Managing General Partner.
Exhibit A-3
Number of Capital
Managing General Partner Preferred Units Contribution
------------------------ --------------------------- -------------
Prime Group Realty Trust 2,000,000 **
00 Xxxx Xxxxxx Xxxxx Xxxxxxxxxxx Preferred Xxxxx
Xxxxx 0000
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
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
______________
** This amount shall be inserted by the Managing General Partner.
Exhibit A-4
