AMENDMENT NO. 25 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 25 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of July
14, 1999 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 Contribution Agreement, dated as of October 20,
1997, by and among The Prime Group, Inc., an Illinois corporation, Prime Group
Realty Trust, a Maryland real estate investment trust, Prime Group Realty, L.P.,
a Delaware limited partnership and the Contributors named therein (the
"Agreement"), the Partnership agreed to purchase one property in Hillside,
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.; 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 The Xxxxx Group, L.L.C. the grant of all of its right, title and
interest in the Property, a legal description of which is attached hereto as
Exhibit 1, as a Capital Contribution in exchange for 120,551 Common Units of
Limited Partner Interest which are hereby issued by the Partnership to The Xxxxx
Group, L.L.C. pursuant to Section 4.3.C of the Limited Partnership Agreement,
and which are evidenced by Common Unit Certificate No. 48 of the Partnership.
(b) Each of the Common Units of Limited Partner Interest issued to The
Xxxxx Group, L.L.C. 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).
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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]
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AMENDMENT NO. 25 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: Executive Vice 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: Executive Vice President
------------------------------
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As to Section 1 hereof,
ACKNOWLEDGED AND AGREED:
THE XXXXX GROUP, L.L.C., a
Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------
Title: President & CEO
----------------------------
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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 15,136,488
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
General Partner
---------------
927,100 $ 18,542,000
The Xxxxx Group, L.L.C.
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Limited Partners
----------------
The Xxxxx Group, L.L.C. 328,182 $ 4,906,061
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx 388,677 $ 7,773,540
Trust Dated May 22, 1992
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxx 0000
Xxxxxxx, XX 00000
Grandville/Northwestern 9,750 $ 195,000
Management Corporation
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxx 0000
Xxxxxxx, XX 00000
---------------------------------------
* As amended by Amendment No. 25 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.
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EXHIBIT A - CONT'D
Partners, Number of Units and Capital Contributions
Number of Capital
Limited Partners (Cont'd) 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 28,805 $ 576,100
000 Xxxx Xxxxxxx
Xxxxxxxx, XX 00000
Grandville Road Property, Inc. 7,201 $ 144,020
c/o Xx. Xxxxxxx X. Xxxxxxx
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
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
---------------------------------------
** This amount shall be inserted by the Managing General Partner.
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EXHIBIT A - CONT'D
Partners, Number of Units and Capital Contributions
Number of Capital
Limited Partners (Cont'd) Common Units Contribution
------------------------ ------------ ------------
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 108,348 $ 1,600,000
c/o Heitman Financial Ltd.
000 X. XxXxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxxx
Xxx X. Xxxxxxxxx 5,216 $ 104,320
000 Xxxx 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
Number of Capital
Managing General Partner Preferred Units Contribution
------------------------ --------------- ------------
Prime Group Realty Trust 2,000,000 **
00 Xxxx Xxxxxx Xxxxx Xxxxxxxxxxx
Xxxxx 0000 Preferred
Xxxxxxx, XX 00000 Units
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Prime Group Realty Trust 4,000,000 **/
00 Xxxx Xxxxxx Xxxxx Series B
Suite 3900 Preferred
Xxxxxxx, XX 00000 Units
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
---------------------------------------
** This amount shall be inserted by the Managing General Partner.
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ACKNOWLEDGMENT AND AGREEMENT BY
ADDITIONAL LIMITED PARTNER
Prime Group Realty Trust
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Reference is made to that certain Amended and Restated Agreement of Limited
Partnership of Prime Group Realty, L.P., dated as of November 17, 1997 (as
amended, the "Partnership Agreement"). All terms used as defined terms and not
otherwise defined herein shall have the meaning ascribed thereto in the
Partnership Agreement. The Partnership is issuing and delivering 120,551 Common
Units to the undersigned in connection with the purchase from the undersigned of
one property in Hillside, Illinois. The undersigned acknowledges and agrees that
it is an express condition of the Partnership Agreement that an Additional
Limited Partner assume all of the obligations under the Partnership Agreement
with respect to the Common Units.
The undersigned hereby represents, warrants, covenants to, and agrees
with, the Partnership, the Managing General Partner and each Limited Partner as
follows:
(i) the undersigned has received and reviewed a copy of the
Partnership Agreement;
(ii) the undersigned desires to become an Additional Limited Partner
in the Partnership in accordance with the terms of the
Partnership Agreement;
(iii)the undersigned, by execution hereof, accepts and agrees that it
is bound by all of the terms and provisions of the Partnership
Agreement, including without limitation the provisions of Section
2.4 and the restrictions on transfer set forth in Article 11 of
the Partnership Agreement;
(iv) the undersigned assumes all of the obligations of an Additional
Limited Partner pursuant to the Partnership Agreement with
respect to the Common Units issued to the undersigned;
(v) the Partnership Agreement shall be binding on and enforceable
against the undersigned as a Limited Partner in accordance with
its terms;
(vi) the undersigned is an "accredited investor" within the meaning of
Rule 501(a) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). The undersigned understands the
risks of, and other considerations relating to, its acquisition
of the Common Units. The undersigned, by reason of its business
and financial experience, together with the business and
financial experience of those persons, if any, retained by it to
represent or advise it with respect to its investment in the
Common Units, (i) has such knowledge, sophistication and
experience in financial and business matters and in making
investment decisions of this type, that it is capable of
evaluating the merits and risks of an investment in Common Units
of the Partnership and of making an informed investment decision,
(ii) is capable of protecting its own interests in connection
with its acquisition of Common Units or has engaged
representatives or advisors to assist the undersigned in
protecting its interests in connection with its acquisition of
Common Units and (iii) is capable of bearing the economic risk of
such investment in Common Units.
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(vii)The Common Units to be issued to the undersigned are acquired by
the undersigned for its own account for investment only and not
with a view to, or with any intention of, a distribution or
resale thereof, in whole or in part, or the grant of any
participation therein until and unless the Common Units are
exchanged for Common Shares of the Trust following the one year
lock-up period applicable to the Common Units, in accordance with
the Partnership Agreement. The undersigned hereby confirms that
all documents, instruments, records and books pertaining to
investment in Common Units of the Partnership and requested by
the undersigned have been made available or delivered to the
undersigned. The undersigned has had an opportunity to ask
questions of and receive answers from the Partnership, or from a
person or persons acting on the Partnership's behalf, concerning
the Partnership, the terms and conditions of the transaction
contemplated by this Acknowledgment and Agreement and the
undersigned's acquisition of Common Units. The undersigned has
relied upon, and is making its investment decisions solely upon,
such information as has been provided to the undersigned by the
Partnership, and the undersigned has not relied upon any other
information, literature or any oral communications. The
undersigned was not formed for the specific purpose of acquiring
an interest in the Partnership.
(viii) The undersigned acknowledges that (i) the Common Units to be
issued to the undersigned have not been registered under the
Securities Act or state securities laws by reason of a specific
exemption or exemptions from registration under the Securities
Act and applicable state securities laws, (ii) the Partnership's
reliance on such exemptions is predicated in part on the accuracy
and completeness of the representations and warranties of the
undersigned, (iii) such Common Units, therefore, cannot be resold
unless registered under the Securities Act and applicable state
securities laws, or unless an exemption from registration is
available, (iv) there is no public market for such Common Units
and (v) the Partnership has no obligation or intention to
register such Common Units for resale under the Securities Act or
any state securities laws or to take any action that would make
available any exemption from the registration requirements of
such laws. The undersigned hereby acknowledges that because of
the restrictions on transfer or assignment of such Common Units
to be issued which are set forth in this Acknowledgment and
Agreement and in the Partnership Agreement, the undersigned may
have to bear the economic risk of the investment commitment
evidenced by this Acknowledgment and Agreement and any Common
Units acquired as contemplated by this Acknowledgment and
Agreement for an indefinite period of time, and that the Common
Units by their terms will not be exchangable at the request of
the holder thereof for Common Shares of the Company prior to the
first (1st) anniversary of their issuance.
(ix) The address of the undersigned's principal place of business is
set forth below. The undersigned does not have any present
intention of becoming a resident of any country, state or
jurisdiction other than the country and state in which its
present principal place of business is sited.
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The undersigned has duly executed and delivered this Acknowledgment and
Agreement by Additional Limited Partner as of the 14th day of July, 1999.
THE XXXXX GROUP, L.L.C.
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Name: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Its: President & CEO
------------------------------------
By acceptance hereof, Prime Group Realty Trust, as Managing General Partner
of the Partnership, approves and accepts the admittance of The Xxxxx Group,
L.L.C., a Delaware limited liability company, as an Additional Limited Partner
in Prime Group Realty, L.P., having the number of Common Units set forth above.
PRIME GROUP REALTY TRUST
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
-------------------------------
Its: Executive Vice President
-------------------------------
Date: July 14, 1999
-------------------------------
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