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EXHIBIT 10.74
AMENDMENT NO. 4
TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AMBASSADOR APARTMENTS, L.P.
AMENDMENT NO. 4, dated as of April 7, 1997 (this "Amendment No. 4"), by
and among Ambassador Apartments, Inc. (formerly Prime Residential, Inc.), a
Maryland corporation, in its capacity as general partner (the "General
Partner") of Ambassador Apartments, L.P. (formerly Prime Residential, L.P.), a
Delaware limited partnership (the "Partnership"), and the limited partners
listed on Exhibit A to the Partnership's Amended and Restated Agreement of
Limited Partnership dated as of August 31, 1994, as amended through the date
hereof (the "Partnership Agreement"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the
Partnership Agreement.
RECITALS:
WHEREAS, prior to the date hereof, the General Partner issued and sold in
the aggregate 116,000 shares of Common Stock, par value $.01 per share, to
certain current and former employees upon the exercise of outstanding stock
options, the net proceeds of which were contributed to the Partnership in
exchange for 116,000 Common Units;
WHEREAS, on April 7, 1997, the Partnership issued 32,990 Common Units to
Xxxxx X. Xxxxxx in exchange for $800,000 and Xx. Xxxxxx agreed to become a
Limited Partner in the Partnership and to be bound the terms and conditions of
the Partnership Agreement; and
WHEREAS, Section 14.7 of the Partnership Agreement authorizes the General
Partner to amend the Partnership Agreement without the Consent of the Partners
to reflect the issuance of Common Units pursuant to Sections 4.3 and 4.4 of the
Partnership Agreement.
NOW THEREFORE, the General Partner, on behalf of all Partners, hereby
amends the Partnership Agreement as follows:
1. Exhibit A to the Partnership Agreement is hereby amended and
restated in its entirety as set forth on Exhibit A attached hereto to
reflect the issuance to the General Partner of 116,000 Common Units and
the issuance to Xxxxx X. Xxxxxx of 32,990 Common Units.
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2. Except as amended by this Amendment No. 4, the Partnership
Agreement remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4
as of the date and year first above written.
GENERAL PARTNER:
AMBASSADOR APARTMENTS, INC.
By: ________________________________
Name:
Title:
LIMITED PARTNERS:
THE PRIME GROUP, INC.
PRIME GROUP LIMITED PARTNERSHIP
XXXXX X. XXXXXXXX
XXXX X. XXXXXXXX
PRIME GROUP IV, L.P.
XXXXXX X. XXXX
XXXXXXX X. XXXXXXX
XXX X. XXXXXXXXX
XXXXXX X. XXXXXXX
XXXXXX X. XXXX
XXXXX X. XXXXXX
By: Ambassador Apartments, Inc. as
Attorney in Fact for the Limited
Partners pursuant to Section 2.6
of the Partnership Agreement
By: ___________________________
Name:
Title:
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EXHIBIT A
PARTNERSHIP UNITS (AS OF APRIL 7, 1997)
NUMBER OF
COMMON UNITS
NUMBER OF OTHER THAN TOTAL NUMBER OF
INITIAL INITIAL NUMBER OF CLASS A
GENERAL PARTNER COMMON UNITS COMMON UNITS COMMON UNITS PREFERRED UNITS
--------------- ------------ ------------ ------------ ---------------
Ambassador Apartments, Inc. 17,280 9,158,900 9,176,180 1,351,351
LIMITED PARTNERS
----------------
The Prime Group, Inc. 359,375 359,375
Xxxxx X. Xxxxxxxx 156,250* 156,250*
Xxxx X. Xxxxxxxx 15,625 15,625
Prime Group IV, L.P. 244,166** 244,166**
Xxxxxx X. Xxxx 52,839*** 52,839***
Xxxxxxx X. Xxxxxxx 29,505*** 29,505***
Xxx X. Xxxxxxxxx 1,568*** 1,568***
Xxxxxx X. Xxxxxxx 1,500*** 1,500***
Xxxxxx X. Xxxx 1,500*** 1,500***
Xxxxx X. Xxxxxx 32,990 32,990
Total Common Units Held by
Limited Partners 895,318
TOTAL COMMON UNITS 10,071,498
TOTAL CLASS A
PREFERRED UNITS 1,351,351
* Includes 2,683 and 153,567 Initial Common Units, respectively, that The
Prime Group, Inc. and Prime Group Limited Partnership transferred to Xxxxx X.
Xxxxxxxx immediately following the Completion of the Offering. All Common
Units transferred to Xxxxx X. Xxxxxxxx constitute Initial Common Units.
** Represents 328,125 Initial Common Units transferred by Prime Group Limited
Partnership to Prime Group IV, L.P. immediately following the Completion of the
Offering. All of these Common Units transferred to Prime Group IV, L.P.
constitute Initial Common Units.
*** Represents Initial Common Units transferred by Prime Group Limited
Partnership and/or Prime Group IV, L.P. in February 1996. All such Common
Units constitute Initial Common Units.
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CAPITAL CONTRIBUTIONS OF GENERAL PARTNER
1. Initial Capital Contribution of General Partner: $110,592,149
2. Additional Capital Contribution of General Partner as of September 20,
1994: $17,105,376
3. Additional Capital Contribution of General Partner as of August 12, 1996:
$24,123,000
4. Additional Capital Contribution of General Partner as of February 5,
1997: $1,902,500
5. Additional Capital Contribution of General Partner as of March 24, 1997:
$15,250
Total Capital Contribution of General Partner: $153,738,275
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JOINDER
Effective as of the date written below, the undersigned hereby joins in
that certain Amended and Restated Agreement of Limited Partnership Agreement of
Ambassador Apartments, L.P. (formerly Prime Residential, L.P.), dated as of
August 31, 1994, as amended from time to time (the "Partnership Agreement"),
for the purposes of becoming a party thereto as a Limited Partner therein and
agrees to be bound by all of the terms and conditions of the Partnership
Agreement, including, without limitation, the power of attorney granted in
Section 2.6. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Partnership Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Joinder as of the
7th day of April, 1997.
______________________
Xxxxx X. Xxxxxx
