EXHIBIT 3.8
AMENDMENT NO. 43 TO AMENDED AND
RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF PRIME GROUP REALTY,
L.P.
This AMENDMENT NO. 43 TO AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRIME GROUP REALTY,
L.P. (this “ Amendment ”) is made as of June 30,
2005 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, pursuant to Article 11 of
the Limited Partnership Agreement, the Managing General Partner
may, among other things, consent (i) to the transfer of the
Partnership Interest of a Limited Partner to a permitted transferee
and (ii) to the admission of such permitted transferee as a
Substituted Limited Partner;
WHEREAS, The Nardi Group, L.L.C.
(“ Nardi LLC ”), which is wholly owned and
controlled by Stephen J. Nardi, owns 1,815,187 Common Units of
Limited Partner Interest (the “ Nardi Units ”)
and has provided PGRT and the Partnership with written notice that
it wishes to distribute the Nardi Units to Stephen J. Nardi,
individually;
WHEREAS, Nardi LLC has presented
PGRT with certificate(s) representing the Nardi Units and has
requested that such certificates be cancelled and that a new
certificate representing the Nardi Units be issued by the
Partnership in Stephen J. Nardi’s name and delivered to
Stephen J. Nardi;
WHEREAS, Stephen J. Nardi has
executed and delivered to the Partnership an Acceptance of
Agreement of Limited Partnership dated as of June 29, 2005, a copy
of which is attached hereto as Exhibit 1 ;
WHEREAS, the Partners desire to
amend the Limited Partnership Agreement to reflect (i) the transfer
of the Nardi Units to Stephen J. Nardi and (ii) the admission of
Stephen J. Nardi to the Partnership as a Substituted Limited
Partner;
WHEREAS, pursuant to Section 2.1(b)
of the agreement and plan of merger, dated as of February 17, 2005
(the “ Merger Agreement ”), by and among Prime
Office Company, LLC, Prime Office Merger Sub, LLC, Prime Office
Merger Sub I, LLC, PGRT and the Partnership, each Common Share
issued and outstanding and owned by Partnership immediately prior
to the effective time of the mergers (together, the “
Effective Time ”) contemplated by the
Merger
Agreement shall be cancelled
automatically and shall cease to exist, without payment of any
consideration being made in respect thereof;
WHEREAS, pursuant to Section 2.6(f)
of the Merger Agreement, PGRT and the Partnership covenanted to
take such actions as are necessary to cause the Operating
Partnership to distribute the 2,000,000 Convertible Preferred
Shares held by the Partnership to PGRT in exchange for the
2,000,000 Convertible Preferred Units in the Partnership held by
PGRT;
WHEREAS, pursuant to Section 4.1 of
the Partnership Agreement, Exhibit A to the Limited
Partnership Agreement shall be adjusted from time to time by the
Managing General Partner to the extent necessary to accurately
reflect exchanges, Capital Contributions and the issuance of
additional Units or similar events having an effect on a
Partner’s number of Units; and
WHEREAS, Sections 2.4 and 12.3 of
the Limited Partnership Agreement authorize, 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.
NO
