EXHIBIT NO. 3.1
AMENDMENT NO. 42 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 42 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of January
10, 2003 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 Article 11 of the Limited Partnership Agreement, the
Managing General Partner may, among other things, consent (i) to the transfer of
the interest of a Limited Partner to a permitted transferee and (ii) to the
admission of such permitted transferee as a Substituted Limited Partner;
WHEREAS, pursuant to Section 1 of that certain Consent and Agreement of
Prime Group Realty Trust and Prime Group Realty, L.P., dated September 26, 2000
(the "Consent and Agreement"), in favor of Vornado PS, L.L.C., a Delaware
limited liability company ("Vornado PS"), PGRT and the Partnership agreed,
subject to the terms and conditions of such Section 1 of the Consent and
Agreement, to admit Vornado PS as a Substituted Limited Partner in the event
Vornado PS acquires the Pledged Units (as defined in the Consent and Agreement)
consisting of 7,944,893 Common Units from Primestone Investment Partners L.P., a
Delaware limited liability company ("Primestone"), in any of the several manners
specified in the Consent and Agreement;
WHEREAS, Vornado PS has provided PGRT and the Partnership with written
notice that it has acquired the Pledged Units in a manner specified by the
Consent and Agreement and that it has assigned 3,972,446 of the Pledged Units to
Cadim Acquisition, LLC ("Cadim Acquisition") pursuant to the participation
arrangements among Vornado PS, Cadim Acquisition and Cadim inc described in
Vornado PS's statement on Schedule 13D, as amended (as so amended, the "Vornado
PS Schedule 13D"), filed with the United States Securities and Exchange
Commission;
WHEREAS, Vornado PS has presented PGRT with certificate(s) representing the
Pledged Units and has requested that such certificates be cancelled and that a
new certificate representing 3,972,447 of the Pledged Units be issued by the
Partnership in Vornado PS' name and delivered to Vornado PS and that a new
certificate representing 3,972,446 of the Pledged Units be issued by the
Partnership in Cadim Acquisition's name and delivered to Cadim Acquisition;
WHEREAS, each of Vornado PS and Cadim Acquisition has executed and
delivered to the Partnership an Acceptance of Agreement of Limited Partnership
dated as of January 10, 2003, copies of which are attached hereto as Exhibit 1
and Exhibit 2, respectively;
WHEREAS, the Partners desire to amend the Limited Partnership Agreement to
reflect (i) the transfer of 3,972,447 of the Pledged Units to Vornado PS and the
transfer of 3,972,446 of the Pledged Units to Cadim Acquisition and (ii) the
admission each of Vornado PS and Cadim Acquisition as a Substituted Limited
Partner; 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. Admission of each of Vornado PS and Cadim Acquisition as a
Substituted Limited Partner. The Managing General Partner hereby consents to the
admission of each of Vornado PS and Cadim Acquisition, and each of Vornado PS
and Cadim Acquisition is hereby admitted, as a Substituted Limited Partner, in
each case effective as of the date hereof.
Section 2. Amendment of Exhibit A to the Limited Partnership Agreement.
Effective as of the date hereof, Exhibit A to the Limited Partnership Agreement
is hereby amended and restated pursuant to Section 11.3.C. of the Limited
Partnership Agreement (i) to reflect the addition of Vornado PS' name, address,
and the 3,972,447 Common Units held by it and to reflect the addition of Cadim
Acquisition's name, address, and the 3,972,446 Common Units held by it, and (ii)
to eliminate Primestone's name, address and former interest in the Partnership,
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 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]
AMENDMENT NO. 42 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. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman of the Board
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. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman of the Board
EXHIBIT A*
Partners, Number of Units and Capital Contributions
Number of Capital
Managing General Partner Common Units Contribution
Prime Group Realty Trust 15,691,145 **
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Limited Partners
The Xxxxx Group, L.L.C. 1,815,187 $29,747,057
c/o Xxxxxxx X. Xxxxx
00 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Narco Enterprises, LLC
c/o Xxxxxxx X. Xxxxx 136,459 $1,798,607
00 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, 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. 42 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.
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
Xxxxxxx X. Xxxxxxx 36,006 $720,120
0000 Xxxxxxxxxx Xxx
Xxxxxxxxx, 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
Number of Capital
Limited Partners Common Units Contribution
Vornado PS, L.L.C. 3,972,447 **
c/o Vornado Realty Trust
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: President
Xxxxxx Xxxxxx
Xxxx Xxxxxxx
Cadim Acquisition, LLC 3,972,446 **
c/o Cadim inc.
000 Xxxxxx Xxxxxxxx
Xxxxx 0000
X.X. Xxx 000
Xxxxxxxx, Xxxxxx X0X0X0
Attn: Xxxxx Xxxxxx
Prime Group VI, L.P. 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
Xxx X. Xxxxxxxxx 2,608 $52,160
000 Xxxxxx Xxxxx
Xxx. 0000 Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx 2,608 $52,160
000 Xxxx Xxxxxx Xx.
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxx, as Trustee of the 37,259 $745,180
Xxxxxx X. Xxxx Trust dated December
18, 1998
0000 X. Xxxxx Xxxxxx
#00X
Xxxxxxx, XX 00000
** This amount shall be inserted by the Managing General Partner.
Xxxxx X. Xxxx 35,857 $428,343
Connemara Farm
00 X. Xxxxxxxx Xxxx
Xxxxx Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxx 35,857 $428,343
Connemara Farm
00 X. Xxxxxxxx Xxxx
Xxxxx Xxxxxxxxxx, XX 00000
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 0000 Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
** This amount shall be inserted by the Managing General Partner
