Exhibit 3.6
AMENDMENT NO. 2 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of
December 15, 1997 by and between 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) and H Group LLC, a Delaware
limited liability company ("HG"). 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 certain Exchange Agreement dated as of December
15, 1997 by and between HG and the Partnership (the "Exchange Agreement"), HG
has agreed, among other things, to exchange (the "Exchange") its rights (the
"Allstate Loan Acquisition Rights") to acquire the Allstate Loan (as defined in
the Exchange Agreement) for $5,000,000, which $5,000,000 is payable in that
number of Common Units of Limited Partner Interest ("Common Units") equal to (i)
$5,000,000 divided by (ii) $19.875, which is the average of the closing sale
prices of PGRT's Common Shares of Beneficial Interest ("Common Shares") on the
New York Stock Exchange during the seven (7) trading days immediately preceding
the date hereof;
WHEREAS, pursuant to the Exchange Agreement, the Partnership has agreed,
among other things, to exchange such number of Common Units for HG's Allstate
Loan Acquisition Rights;
WHEREAS, pursuant to the Exchange Agreement, HG has also agreed to grant to
the Partnership an option (the "First Option") to exchange the Underlying Option
(as defined in the Exchange Agreement) for 220,000 Common Units (subject to
adjustment pursuant to the terms of the Exchange Agreement), which grant of the
First Option contemplates the transfer by the Partnership to HG of 5,000
Common Units on the date hereof and, subject to the terms of the First Option,
5,000 Common Units (subject to adjustment pursuant to the terms of the Exchange
Agreement) on the 15th day of each month hereafter for such number of months set
forth in the Exchange Agreement;
WHEREAS, the Partnership has agreed to the terms of the grant by HG of the
First Option set forth in the Exchange Agreement;
WHEREAS, it is a condition to the closing of the Exchange Agreement
that HG be admitted as an Additional Limited Partner of the Partnership;
WHEREAS, pursuant to Section 12.2.A. of the Limited Partnership Agreement,
a Person who makes a Capital Contribution to the Partnership in accordance with
the Limited Partnership Agreement shall be admitted to the Partnership as an
Additional Limited Partner subject to, among other things, (i) the transferee of
the Partnership Interest executing and delivering to the Partnership an
acceptance of all of the terms and conditions of the Limited Partnership
Agreement (including without limitation, the provisions of Section 2.4 thereof
and such other documents or instruments as may be required to effect such
admission, each in form and substance satisfactory to the Managing General
Partner and (ii) the acknowledgment by such transferee of Partnership Interest
that each of the representations and warranties set forth in Section 3.3.D.
thereof are true and correct with respect to such transferee as of the date of
the transfer of the Partnership Interest to such transferee;
WHEREAS, the Partners desire to amend the Limited Partnership Agreement to
reflect (i) the increase in outstanding Common Units resulting from the issuance
of Common Units to HG in connection with the Exchange and the grant of the First
Option; and (ii) the admission of HG as an Additional Limited Partner;
WHEREAS, Sections 2.4 and 12.3 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. Acceptance of Capital Contribution in Exchange for Common Units.
(a) PGRT, as Managing General Partner and on behalf of the Partnership, hereby
accepts the Allstate Loan Acquisition Rights from HG as a Capital Contribution
having a value on the date hereof of $5,000,000, in exchange for 251,572 Common
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Units of Limited Partner Interest which are hereby issued by the Partnership to
HG pursuant to Section 4.3.C. of the Limited Partnership Agreement, and which
are evidenced by Common Unit Certificate No. 20 of the Partnership.
(b) PGRT, as Managing General Partner and on behalf of the
Partnership, hereby accepts the grant of the rights consisting of the First
Option during the initial month of the term of First Option from HG as a Capital
Contribution having a value on the date hereof of $100,000, in exchange for
5,000 Common Units of Limited Partner Interest which are hereby issued by the
Partnership to HG pursuant to Section 4.3.C. of the Limited Partnership
Agreement, and which are evidenced by Common Unit Certificate No. 21 of the
Partnership.
(c) Each of the Common Units of Limited Partner Interest issued to HG
pursuant to this Section 1 shall have the same terms and provisions of the
Common Units of Limited Partner Interest issued by the Partnership on November
17, 1997 except that (i) the Exchange Rights relating thereto may be exercised
at any time after the first anniversary of the date of this Amendment (as
opposed to November 17, 1998) and (ii) such Common Units of Limited Partner
Interest will be subject to the New Registration Rights Agreement (as
hereinafter defined) as opposed to the Registration Rights Agreement entered
into by PGRT and the Partnership on November 17, 1997.
Section 2. Acceptance of Terms and Conditions of the Limited Partnership
Agreement. HG hereby acknowledges its receipt of a true and complete copy of the
Limited Partnership Agreement and hereby further agrees to be bound by all of
the terms and conditions of the Limited Partnership Agreement, including without
limitation, the provisions of Section 2.4 of the Limited Partnership Agreement.
Section 3. Representations and Warranties of Additional Limited Partner. HG
hereby acknowledges, represents and warrants to PGRT and the other Partners that
each of the representations and warranties set forth in Section 3.3.D. of the
Limited Partnership Agreement are true and correct with respect to HG as of the
date hereof.
Section 4. Admission of Additional Limited Partner. HG is hereby admitted
to the Partnership as an Additional Limited Partner and shall have the rights,
and be subject to the obligations, of a Limited Partner of the Partnership.
Section 5. 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
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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 6. Conditions to Effectiveness. This Amendment shall become
effective contemporaneously with (and subject to):
(i) the consummation of the closing transactions contemplated by the
Exchange Agreement;
(ii) the execution and delivery by the Partnership to HG of (x) a Common
Unit certificate evidencing 251,572 Common Units and (y) a Common
Unit certificate evidencing 5,000 Common Units, in each case in the
form of Exhibit E attached to the Limited Partnership Agreement; and
(iii) the execution and delivery by the Partnership and HG of a
Registration Rights Agreement in the form of Exhibit B attached
hereto (the "New Registration Rights Agreement").
Section 7. 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 8. Counterparts. This Amendment may be executed in counterparts,
all of which together shall constitute one agreement binding on all the parties
hereto, notwithstanding that all such parties are not signatories to the
original or the same counterpart. Each party shall become bound by this
Amendment immediately upon affixing its signatories hereto.
Section 9. 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. 2 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------
Title: Executive VP
------------------------
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------
Title: Executive VP
-----------------------
ADDITIONAL LIMITED PARTNER:
--------------------------
H GROUP LLC, a Delaware limited
liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
Its: President
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EXHIBIT A*
Partners, Number of Units and Capital Contributions
Number of Capital
Common Units Contribution
------------ ------------
Managing General Partner
------------------------
12,980,000 **
Prime Group Realty Trust
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
General Partner
---------------
927,100 $18,542,000
The ▇▇▇▇▇ Group, L.L.C.
c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Limited Partners
----------------
388,677 $ 7,773,540
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Trust Dated May 22, 1992
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Grandville/Northwestern 9,750 $ 195,000
Management Corporation
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 54,544 $ 1,090,880
Trust Dated May 21, 1992
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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* As amended by Amendment No. 2 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
----------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ 1991 Trust 169,053 $ 3,381,060
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1991 Trust 169,053 $ 3,381,060
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 33,085 $ 661,700
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 28,805 $ 576,100
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Grandville Road Property, Inc. 7,201 $ 144,020
c/o ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Sky Harbor Associates 62,149 $ 1,242,980
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 110,000 $ 2,200,000
c/o Prime Group Realty Trust
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EXHIBIT A - CONT'D
Partners, Number of Units and Capital Contributions
Number of Capital
Limited Partners Common Units Contribution
---------------- ------------ ------------
Primestone Investment Partners, L.P. 7,944,893 **
c/o The Prime Group, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Prime Group Limited Partnership 90,000 $ 1,800,000
c/o The Prime Group, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
H Group LLC 256,572 $ 5,100,000
c/o Heitman Financial Ltd.
▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------
** 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 **
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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** This amount shall be inserted by the Managing General Partner.