AMENDMENT NO. 37 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 37 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of this
24th day of March, 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 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 the Vacant Parcels 2, 3, 6
and 9 in Xxxxx Stream Industrial Business Park, Carol Stream, 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 Xxxxx Stream Industrial Park Joint Venture, Xxxxx X.
Xxxx and Xxxxxx X. Xxxx; 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 Xxxxx
Stream Industrial Park Joint Venture 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 272, 126 Common Units of
Limited Partner Interest which are hereby issued by the Partnership to Xxxxx
Stream Industrial Park Joint Venture, Xxxxx X. Xxxx and Xxxxxx X. Xxxx (each,
a "Seller") pursuant to Section 4.3.C of the Limited Partnership Agreement,
and which are evidenced by Common Unit Certificates Nos. 64, 65 and 66 of the
Partnership.
(b) Each of the Common Units of Limited Partner Interest
issued to the Sellers 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).
(c) Each Seller agrees that it has received and reviewed a
copy of the Partnership Agreement;
(d) Each Seller agrees that it desires to become an Additional
Limited Partner in the Partnership in accordance with the terms of the
Partnership Agreement;
(e) Each Seller, 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;
(f) Each Seller assumes all of the obligations of an
Additional Limited Partner pursuant to the Partnership Agreement with respect to
the Common Units issued to such Seller;
(g) Each Seller agrees that the Partnership Agreement shall be
binding on and enforceable against such Seller as a Limited Partner in
accordance with its terms;
(h) Each Seller acknowledges and agrees to the following
representations and warranties: (i) such Seller is an "accredited investor"
within the meaning of Rule 501(a) promulgated under the Securities Act of 1933,
as amended (the "SECURITIES ACT"); (ii) such Seller understands the risks of,
and other considerations relating to, its acquisition of the Common Units; and
(iii) such Seller, 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,
(x) 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, (y) is capable of
protecting its own interests in connection with its acquisition of Common Units
or has engaged representatives or advisors to assist such Seller in protecting
its interests in connection with its acquisition of Common Units and (z) is
capable of bearing the economic risk of such investment in Common Units.
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(i) Each Seller acknowledges and agrees to the following
representations and warranties: (i) the Common Units to be issued to such Seller
are acquired by such Seller 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; (ii) such Seller hereby confirms that all documents,
instruments, records and books pertaining to investment in Common Units of the
Partnership and requested by such Seller have been made available or delivered
to the undersigned; (iii) such Seller 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 such
Seller's acquisition of Common Units; (iv) such Seller has relied upon, and is
making its investment decisions solely upon, such information as has been
provided to the undersigned by the Partnership, and such Seller has not relied
upon any other information, literature or any oral communications; and (v) such
Seller, if an entity, was not formed for the specific purpose of acquiring an
interest in the Partnership.
(j) Each Seller acknowledges that (i) the Common Units to be
issued to such Seller 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 such Seller;
(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. Each Seller hereby acknowledges that because of the
restrictions on transfer or assignment of such Common Units to be issued which
are set forth in this Amendment, such Seller may have to bear the economic risk
of the investment commitment evidenced by this Amendment and any Common Units
acquired as contemplated by this Amendment for an indefinite period of time, and
that the Common Units by their terms will not be exchangeable at the request of
the holder thereof for Common Shares of the Company prior to the first (1st)
anniversary of their issuance.
(k) Each Seller acknowledges that its address or principal
place of business, as the case may be, is set forth below. Such Seller 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 address or present
principal place of business, as the case may be, is sited.
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
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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. 37 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: Senior 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] Xxxxx X. Xxxxxxx
-----------------------
Name: Xxxxx X. Xxxxxxx
---------------------
Title: Senior Vice President
---------------------
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As to Section 1 hereof,
ACKNOWLEDGED AND AGREED
XXXXX STREAM INDUSTRIAL PARK JOINT
VENTURE, an Illinois general partnership
By: NARCO ENTERPRISES, INC.,
an Illinois corporation
Its Managing General Partner
By: [s] XXXXXXX X. XXXXX
----------------------
Xxxxxxx X. Xxxxx
President
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[s] Xxxxx X. Xxxx
-----------------------------
Xxxxx X. Xxxx
=============================
[s] Xxxxxx X. Xxxx
-----------------------------
Xxxxxx X. Xxxx
=============================
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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 15,264,835 **
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. 573,096 $8,354,750
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxx Stream Industrial Park Joint Venture 151,621 $2,146,374
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
_____________________________
* As amended by Amendment No. 37 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-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 88,333 $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
_________________________________
** This amount shall be inserted by the Managing General Partner.
EXHIBIT A-3
Number of Capital
Limited Partners Common Units Contribution
---------------- ------------ ------------
Xxxxx X. Xxxx 13,606 $ 191,594
Connemara Farm
00 X. Xxxxxxxx Xxxx
Xxxxx Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxx 13,606 $ 191,594
Connemara Farm
00 X. Xxxxxxxx Xxxx
Xxxxx Xxxxxxxxxx, XX 00000
Number of Capital
Limited Partners Common 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
____________________________
** This amount shall be inserted by the Managing General Partner.
EXHIBIT A-4
