Exhibit 3.5
AMENDMENT NO. 1 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of
December 15, 1997 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) of the Partnership. 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 (the "Limited Partnership Agreement").
W I T N E S S E T H:
WHEREAS, on December 15, 1997, 600,000 Common Shares (the "Over-Allotment
Shares") were issued and sold by PGRT to the Underwriters (as defined in the
Underwriting Agreement) pursuant to the Underwriters' over-allotment option
granted under the Underwriting Agreement;
WHEREAS, pursuant to Section 4.3.D. of the Limited Partnership Agreement,
(i) PGRT has made a Capital Contribution of the net proceeds from the issuance
and sale of the Over-Allotment Shares, and (ii) PGRT shall receive Common Units
corresponding to such Over-Allotment 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
600,000 Common Units to PGRT in connection with the issuance and sale by PGRT of
the Over-Allotment Shares to the Underwriters; 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 Over-Allotment Shares have been received by the Partnership as a Capital
Contribution from PGRT.
The Partnership hereby issues 600,000 Common Units of General Partner Interest
to PGRT, pursuant to Section 4.3.D. of the Limited Partnership Agreement, which
shall correspond to the Over-Allotment Shares. 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 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 herein above, 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. 1 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/ W. Xxxxxxx Xxxxxx
-------------------------------
Name: W. Xxxxxxx Xxxxxx
-----------------------------
Title: 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/ W. Xxxxxxx Xxxxxx
---------------------------
Name: W. Xxxxxxx Xxxxxx
-------------------------
Its: Chief Financial Officer
--------------------------
-3-
EXHIBIT A*
Partners, Number of Units and Capital Contributions
Number of Capital
Common Units Contribution
------------ ------------
Managing General Partner
------------------------
Prime Group Realty Trust 12,980,000 **
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
----------------
Xxxxxx X. Xxxxxxxx 388,677 $ 7,773,540
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. 1 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
Common Units Contribution
------------ ------------
Limited Partners
----------------
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
EXHIBIT A - CONT'D
Partners, Number of Units and Capital Contributions
Number of Capital
Common Units Contribution
------------ ------------
Limited Partners
----------------
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 Limited Partnership 90,000 $ 1,800,000
c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
Xxxxxx 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 Convertible Capital
Preferred Units Contribution
--------------- ------------
Managing General Partner
------------------------
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.
