Exhibit 10.3
FIRST AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF GREAT LAKES REIT, L.P.
This First Amendment to the Amended and Restated Agreement of Limited
Partnership of Great Lakes REIT, L.P. is made and entered into as of the 6th day
of February, 1997 by and between Great Lakes REIT, Inc., a Maryland corporation
("GLREIT"), and GLR No. 3, a Maryland business trust ("GLR3").
RECITALS:
WHEREAS, GLREIT and GLR3 are all of the partners of a Delaware limited
partnership known as Great Lakes REIT, L.P. (the "Partnership"), the business
and affairs of which are conducted in accordance with the terms and conditions
of a certain Amended and Restated Agreement of Limited Partnership dated as of
December 19, 1996 (the "Partnership Agreement"); and
WHEREAS, GLREIT and GLR have intended, and the Partnership Agreement
expressly provides, that GLREIT, the general partner of the Partnership, will
conduct all of its activities and business operations through the Partnership;
and
WHEREAS, in order to comply with the Partnership Agreement, GLREIT has
transferred, or will transfer, all of its real property (the "Properties") to
the Partnership; and
WHEREAS, GLREIT has requested, but has not yet received, the consent of
all third party lenders whose consent is needed before GLREIT transfers certain
of the Properties to the Partnership; and
WHEREAS, GLREIT and GLR3 desire to amend the Partnership Agreement to
clarify the timing of the conduct of GLR's business operations through the
Partnership; and
NOW THEREFORE, the parties hereto hereby agree as follows:
1. The first sentence of Section 7.8 of the Partnership Agreement
shall be, and hereby is, amended to read as follows (new language is
italicized):
ON AND AFTER THE EARLIER OF THE DATE ON WHICH THE GENERAL PARTNER
COMPLETES THE TRANSFER TO THE PARTNERSHIP OR THE SALE OR OTHER
DISPOSITION TO A NONAFFILIATED THIRD PARTY, OF ALL REAL PROPERTIES OWNED
BY THE GENERAL PARTNER AS OF DECEMBER 31, 1996, ALL activities and
business operations of the General Partner, including but not limited to,
activities pertaining to the acquisition, development, redevelopment and
ownership of properties, shall be conducted directly or indirectly,
through the Partnership or any
Subsidiary; any property acquisitions shall henceforth be acquired
through the Partnership or any Subsidiary; and, except as provided below,
any funds raised by the General Partner, whether by issuance of stock,
borrowing or otherwise, will be made available to the Partnership,
whether as Capital Contributions, loans, or otherwise, as appropriate.
2. Except as set forth above, no other provision of the Partnership
Agreement shall be affected, amended or modified except to the extent necessary
to conform to the above amendment.
3. The foregoing amendment has been proposed by GLREIT, in its
capacity as the General Partner of the Partnership, and, on the date hereof has
been unanimously approved by all of the partners of the Partnership in
accordance with the provisions of Section 13.1 of the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date and year first above written.
GREAT LAKES REIT, INC.
By: /s/ Xxxxxxx X. May
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Its: President
GLR No. 3
By: /s/ Xxxxxxx X. May
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Its: Trustee
