AMENDMENT NO. 9 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 9 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of June 5,
1998 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, on the date hereof, PGRT has issued and sold 4,000,000 of its
9% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par
value $0.01 per share (the "Redeemable Preferred Shares"), to the underwriters
(the "Underwriters") identified in that certain Underwriting Agreement, dated
May 29, 1998, among Prudential Securities Incorporated, Bear, Xxxxxxx & Co.
Inc., Friedman, Billings, Xxxxxx & Co., Inc., Xxxx Xxxxx Xxxx Xxxxxx,
Incorporated and Xxxxxx Xxxxxx & Company, Inc., as Representatives of the
Underwriters, PGRT and the Partnership;
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 Redeemable Preferred Shares to the Underwriters, and
(ii) PGRT in turn shall receive from the Partnership Preferred Units
corresponding to such Shares, which Preferred Units (the "Series B Preferred
Units") shall have the same terms and conditions as are applicable to the
Redeemable Preferred Shares;
WHEREAS, the Partners desire to amend the Limited Partnership Agreement
to reflect the issuance of 4,000,000 Series B Preferred Units to PGRT in
connection with PGRT's issuance and sale of the Redeemable Preferred 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:
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Section 1. ISSUANCE OF SERIES B PREFERRED UNITS PURSUANT TO
SECTION 4.3.D. OF THE LIMITED PARTNERSHIP AGREEMENT. The net proceeds from
PGRT's issuance and sale of the Redeemable Preferred Shares to the Underwriters
have been received by the Partnership as a Capital Contribution from PGRT. The
Partnership hereby issues 4,000,000 Series B Preferred Units of General Partner
Interest to PGRT, pursuant to Section 4.3.D. of the Limited Partnership
Agreement, which Series B Preferred Units shall correspond to the Redeemable
Preferred Shares and shall have the same terms and conditions as are applicable
to the Redeemable Preferred Shares, including without limitation, the same (i)
distribution or dividend rate, (ii) distribution or dividend payment dates,
(iii) distribution or dividend priority and (iv) liquidation preference as are
applicable to the Redeemable Preferred Shares, and the Series B Preferred Units
shall have the same relative rights and preferences with respect to the
outstanding Common Units and Preferred Units (which correspond to PGRT's
outstanding 7% Series A Cumulative Convertible Redeemable Preferred Shares of
Beneficial Interest (the "Convertible Preferred Shares")) as the Redeemable
Preferred Shares bear to PGRT's outstanding Common Shares and Convertible
Preferred Shares. Such Series B Preferred Units issued pursuant to this SECTION
1 shall not be evidenced by a Series B Preferred 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 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. 9 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. Xxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive 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/ Xxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxx
Its: Executive Vice President
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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 15,572,494 **/
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. 9 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.
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Number of Capital
Limited Partners (Cont'd) Common Units Contribution
------------------------- -------------------- --------------------
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
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
--------------------
**/ This amount shall be inserted by the Managing General Partner.
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Number of Capital
Limited Partners (Cont'd) Common Units Contribution
------------------------- -------------------- --------------------
Prime Group Limited Partnership 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
H Group LLC 281,572 $5,500,000
c/o Heitman Financial Ltd.
000 X. XxXxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxxx
Xxx X. Xxxxxxxxx 5,216 $104,320
000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxx 37,259 $745,180
0000 X. Xxxxx Xxxxxx
Xxxxxxx, XX 00000
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EXHIBIT A - CONT'D
PARTNERS, NUMBER OF UNITS AND CAPITAL CONTRIBUTIONS
Number of Capital
Managing General Partner Preferred Units Contribution
------------------------ -------------------- --------------------
Prime Group Realty Trust 2,000,000 **/
00 Xxxx Xxxxxx Xxxxx Xxxxxxxxxxx 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.
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