Exhibit 3.10
AMENDMENT NO. 6 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 6 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of March
25, 1998 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, on March 25, 1998, 2,579,994 Common Shares (the "Private Placement
Shares") were issued and sold by PGRT to certain institutional investors (the
"Purchasers") pursuant to a Purchase Agreement, dated as of March 25, 1998 (the
"Purchase Agreement"), by and among PGRT, the Partnership and such Purchasers;
WHEREAS, pursuant to Section 4.3.D. of the Limited Partnership Agreement,
(i) PGRT has made or will make a Capital Contribution of the net proceeds from
the issuance and sale of the Private Placement Shares, and (ii) PGRT shall
receive Common Units corresponding to such Private Placement Shares;
WHEREAS, the Partners desire to amend the Limited Partnership Agreement to
reflect the increase in outstanding Common Units as a result of the issuance of
2,579,994 Common Units to PGRT in connection with the issuance and sale by PGRT
of the Private Placement Shares to the Purchasers; and
WHEREAS, Section 2.4 of the Limited Partnership Agreement authorizes, 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. Issuance of Common Units Pursuant to Section 4.3.D. of the
Limited Partnership Agreement. The net proceeds from the issuance and sale of
the Private Placement Shares have been or will be received by the Partnership as
a Capital Contribution from PGRT. The Partnership hereby issues 2,579,994 Common
Units of
General Partner Interest to PGRT, pursuant to Section 4.3.D. of the Limited
Partnership Agreement, which shall correspond to the Private Placement Shares,
such issuance to be effective upon the receipt by PGRT of the aggregate purchase
price of the Private Placement Shares in accordance with the terms and
conditions of the Purchase Agreement. Such Common Units of General Partner
Interest issued pursuant to this Section 1 shall not be evidenced by a Common
Unit certificate unless hereafter requested by PGRT.
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]
-2-
AMENDMENT NO. 6 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. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
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. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
and Chief Financial
Officer
-3-
EXHIBIT A*
Partners, Number of Units and Capital Contributions
Number of Capital
Managing General Partner Common Units Contribution
------------------------ ------------ ------------
Prime Group Realty Trust 15,559,994 **
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
----------------
388,677 $ 7,773,540
Xxxxxx X. Xxxxxxxx
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
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
-----------
* As amended by Amendment No. 6 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
------------------------ ------------ ------------
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.
EXHIBIT A - CONT'D
Partners, Number of Units and Capital Contributions
Number of Capital
Limited Partners (Cont'd) Common Units Contribution
------------------------- ------------ ------------
Prime Group Limited Partnership 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
H Group LLC 271,572 $ 5,400,000
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
EXHIBIT A - CONT'D
Partners, Number of Units and Capital Contributions
Number of Convertible Capital
Managing General Partner Preferred Units Contribution
------------------------ --------------- ------------
Prime Group Realty Trust 2,000,000 **
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
-----------
** This amount shall be inserted by the Managing General Partner.
