EXHIBIT 10.3
SECOND AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF GREAT LAKES REIT, L.P.
This Second Amendment to the Amended and Restated Agreement of Limited
Partnership of Great Lakes REIT, L.P. (the "Second Amendment") is made and
entered into as of the 10th day of February, 1997 by Great Lakes REIT, Inc., a
Maryland corporation ("GLREIT").
RECITALS:
WHEREAS, GLREIT is the sole general partner of a Delaware limited
partnership known as Great Lakes REIT, L.P. (the "Partnership"), the business
and affairs of which are conducted in accordance with the terms and conditions
of a certain Agreement of Limited Partnership dated September 27, 1996, as
amended and restated by the Amended and Restated Agreement of Limited
Partnership dated as of December 19, 1996, and the First Amendment to the
Amended and Restated Agreement of Limited Partnership of Great Lakes REIT, L.P.
dated February 6, 1997 (collectively the "Partnership Agreement"); and
WHEREAS, Section 13.1(b)(ii) of the Partnership Agreement expressly
provides, that GLREIT, the general partner of the Partnership shall amend the
Partnership Agreement to reflect the admission of Partners in conformance with
the Partnership Agreement; and
WHEREAS, the certain unitholders of JMG Court Office Center Limited
Partnership ("COC"), JMG Elgin Industrial Limited Partnership ("Elgin LP") and
the Elgin Industrial Joint Venture ("Elgin JV") listed in Exhibit A attached
hereto (the "Accepting Partners") have accepted the Exchange Offer dated January
24, 1997 pursuant to which the Partnership offered Limited Partnership Units in
the Partnership in consideration for units in COC, Elgin LP and Elgin JV; and
WHEREAS, GLREIT as general partner of the Partnership desires to amend the
Partnership Agreement to reflect the addition of the Accepting Partners to the
Partnership as new Limited Partners and to revise the percentage interests of
the Partners to reflect the new interests; and
NOW THEREFORE, the parties hereto hereby agree as follows:
1. The Accepting Partners identified in Exhibit A attached hereto are
hereby added to the Partnership as new Limited Partners and the
Percentage Interests of the Partners are hereby revised as noted in
Exhibit A attached.
2. The date of this Second Amendment shall be the effective date of the
transfer to the Partnership of the remainder of the properties
owned by GLREIT as of December 31, 1996, so long as GLREIT completes
the transfer no later than September 31, 1997. Notwithstanding that
title to such assets may remain in the name of GLREIT, so long as such
transfer is completed by the date noted above, all of the economic
consequences of the operation of such properties shall, subject to the
claims and restrictions of any secured lender, benefit and reside with
the Partnership for the period from the date of this Second Amendment
to the transfer date.
3. Except as set forth above, no other provision of the Partnership
Agreement shall be affected, amended or modified except to the extent
necessary to conform to the above amendment. Unless defined herein
all capitalized terms used in this Second Amendment shall have the
definition provided in the Partnership Agreement.
4. This Second Amendment has been proposed by GLREIT, in its capacity as
the General Partner of the Partnership in accordance with the
provisions of Section 13.1(b)(ii) of the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
as of the date and year first above written.
GREAT LAKES REIT, INC.
By: James Hicks
------------------------
James Hicks
Its: Vice President
EXHIBIT A TO THE
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
GREAT LAKES REIT, L.P.
Effective Date: February 10,1997
Partnership Preferred Percentage
Name and Address Capital Contribution Units Units Interest
- ---------------- -------------------- ------- ------- --------
GENERAL PARTNER:
Great Lakes REIT, Inc. Real estate and cash 2,855,425.5 68,116.7 49.9923%
823 Commerce Drive
Oak Brook, IL 60523
LIMITED PARTNERS:
GLR No. 3 Cash 881 0 0.0154%
823 Commerce Drive
Oak Brook, IL 60523
Great Lakes REIT, Inc. Real estate and cash 2,855,425.5 68,116.7 49.9923%
823 Commerce Drive
Oak Brook, IL 60521
JMG COURT OFFICE CENTER
LIMITED PARTNERSHIP
UNITS OR CASH TO BE
EXCHANGED FOR INTERESTS:
- --------------------------------------------------------------------------------
Barz, Dale C. 523.150
May, Diane E. 523.150
Beemsterboer, Francine 523.150
Cole, Richard G. Trust 4,185.200
Grodrian, Tim A. 261.575
Guckien, John V. Trust 2,092.600
Hutson, Sandra L. Trust 2,092.600
Janus, Wayne M. Trust 2,092.600
Meulemans, Sandra J. 1,150.930
Milczarek, Alex 2,092.600
Saslow, Judy A. 2,092.600
Shworles, Helen E.D. 2,092.600
Spandikow, Mark S. & Donna 1,046.300
JMG FOX VALLEY LIMITED
PARTNERS
LIMITED PARTNERS
- ---------------------------
Bergold, Roy T., Jr. Fox Valley LP Units 1,428.865
Bialek, Thaddeus R. Trust Fox Valley LP Units 1,714.638
Broffman, Morton H. Fox Valley LP Units 1,714.638
Calandra, Patricia M. Fox Valley LP Units 5,715.462
Cascino, Anthony E. Fox Valley LP Units 2,857.731
Clark, W.H. Fox Valley LP Units 5,715.462
DeHaan, Sharon Fox Valley LP Units 1,428.865
Grodrian, Tim A. Fox Valley LP Units 285.773
Hutson, Richard W. Trust Fox Valley LP Units 3,715.050
Kennedy, Walker, Jr. & Diane W. Fox Valley LP Units 857.319
Knowles, Nancy W. Trust Fox Valley LP Units 28,577.308
Krohn, Karen A. Loving Trust Fox Valley LP Units 1,428.865
Lenon, Richard A. Trust Fox Valley LP Units 2,857.731
Mar, Donald Y. & Jana T. Fox Valley LP Units 1,143.092
Moen, Timothy P. Fox Valley LP Units 857.319
Saslow, Judy A. Fox Valley LP Units 4,286.596
Shworles, Helen E.D. Fox Valley LP Units 5,715.462
Slattery, Anastasia M. & William E. Fox Valley LP Units 857.319
Zoldan, Jack S. Fox Valley LP Units 1,428.865
Cole, Richard G. Elgin Indust. JV Units 24,778.969
FCL Mackey Elgin Indust. JV Units 24,050.031