Exhibit 41
AMENDMENT NO. 34 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 34 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of
February 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). 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 certain Exchange Agreement dated as of
December 15, 1997 by and between H Group LLC, a Delaware limited liability
company ("HG"), and the Partnership (the "Exchange Agreement"), HG agreed,
among other things, to grant to the Partnership an option (the "First
Option") to exchange the Underlying Option (as defined in the Exchange
Agreement) for 220,000 Common Units of Limited Partner Interest (subject to
adjustment pursuant to the terms of the Exchange Agreement), which grant of
the First Option contemplated the transfer by the Partnership to HG of 5,000
Common Units of Limited Partner Interest on the date thereof and, subject to
the terms of the First Option, 5,000 Common Units of Limited Partner Interest
(subject to adjustment pursuant to the terms of the Exchange Agreement) on
the 15th day of each month thereafter (each such transfer a "First Option
Maintenance Transfer") for such number of months set forth in the Exchange
Agreement;
WHEREAS, the Partnership has agreed to the terms of the grant by HG
of the First Option set forth in the Exchange Agreement and desires to effect
the First Option Maintenance Transfer due on February 15, 2000;
WHEREAS, HG was admitted to the Partnership as an Additional
Limited Partner as of December 15, 1997 pursuant to Amendment No. 2 to the
Limited Partnership Agreement;
WHEREAS, the Partners desire to amend the Limited Partnership
Agreement to reflect the increase in outstanding Common Units resulting from
the issuance of Common Units to HG in connection with the First Option
Maintenance Transfer due on February 15, 2000; 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 the grant of the rights consisting of the First
Option during the twenty-seventh month of the term of the First Option from
HG as a Capital Contribution having a value on the date hereof of $100,000,
in exchange for 7348.0 Common Units of Limited Partner Interest which are
hereby issued by the Partnership to HG pursuant to Section 4.3.C. of the
Limited Partnership Agreement, and which are evidenced by Common Unit
Certificate No. 61 of the Partnership.
(b) Each of the Common Units of Limited Partner Interest
issued to HG pursuant to this SECTION 1 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 December 15, 2000 (as opposed to
November 17, 1998) and (ii) such Common Units of Limited Partner Interest
will be subject to the Registration Rights Agreement dated as of December 15,
1997 by and among PGRT, the Partnership and HG as opposed to the Registration
Rights Agreement entered into by PGRT and the Partnership on November 17,
1997.
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.
-2-
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.
-3-
AMENDMENT NO. 34 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/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: SVP, General Counsel and Secretary
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/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: SVP, General Counsel and Secretary
-4-
EXHIBIT A*
PARTNERS, NUMBER OF UNITS AND CAPITAL CONTRIBUTIONS
NUMBER OF CAPITAL
MANAGING GENERAL PARTNER COMMON UNITS CONTRIBUTION
------------------------ ------------ ------------
Prime Group Realty Trust 15,683,936 **
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. 328,182 $4,906,061
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxx Stream Industrial Park Joint Venture 151,621 $2,150,054
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
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
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
--------
* As amended by Amendment No. 34 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-4
