Exhibit 3.25
AMENDMENT NO. 22 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 22 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of
April 22, 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 Real Estate Sales Contract, 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 two properties in Carol Stream, Illinois (the "Properties")upon the
fulfillment of certain conditions;
WHEREAS, the conditions of the Agreement having been fulfilled, the
Partnership is acquiring the Properties 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 Properties, legal descriptions of which
are attached hereto as EXHIBITS 1 and 2, as a Capital Contribution in
exchange for 207,631 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. 44 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).
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.
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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. 22 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/ W. Xxxxxxx Xxxxxx
-------------------------------------
Name: W. Xxxxxxx Xxxxxx
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/ W. Xxxxxxx Xxxxxx
---------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Executive Vice President
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 and 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
---------------
The Xxxxx Group, L.L.C. 927,100 $18,542,000
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
LIMITED PARTNERS
----------------
The Xxxxx Group, L.L.C. 207,631 $3,143,009
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx
Trust Dated May 22, 1992 388,677 $7,773,540
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. 22 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.
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
EXHIBIT A - CONT'D
PARTNERS, NUMBER OF UNITS AND CAPITAL CONTRIBUTIONS
NUMBER OF CAPITAL
LIMITED PARTNERS (CONT'D) 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 95,563 $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 37,259 $745,180
0000 X. Xxxxx Xxxxxx
Xxxxxxx, XX 00000
--------------------
(**) This amount shall be inserted by the Managing General Partner.
EXHIBIT A - CONT'D
PARTNERS, NUMBER OF UNITS AND CAPITAL CONTRIBUTIONS
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
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
--------------------
(**) This amount shall be inserted by the Managing General Partner.
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 207,631 Common Units to the undersigned in connection with the
purchase from the undersigned of two properties in Carol Stream, 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.
(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
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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.
The undersigned has duly executed and delivered this Acknowledgment and
Agreement by Additional Limited Partner as of the 22nd day of April, 1999.
THE XXXXX GROUP, L.L.C.
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
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Xxxxxxxxx, Xxxxxxxx 00000
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Title:
Name: Xxxxxxx X. Xxxxx
-------------------------------------
Title: President and 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/ W. Xxxxxxx Xxxxxx
--------------------------------------
Name: W. Xxxxxxx Xxxxxx
--------------------------------------
Its: Executive Vice President
--------------------------------------
Date: April 22, 1999
--------------------------------------
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