Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10-Q - FIRST POTOMAC REALTY TRUST | c16711e10vq.htm |
| EX-31.1 - EXHIBIT 31.1 - FIRST POTOMAC REALTY TRUST | c16711exv31w1.htm |
| EX-32.2 - EXHIBIT 32.2 - FIRST POTOMAC REALTY TRUST | c16711exv32w2.htm |
| EX-32.1 - EXHIBIT 32.1 - FIRST POTOMAC REALTY TRUST | c16711exv32w1.htm |
| EX-31.2 - EXHIBIT 31.2 - FIRST POTOMAC REALTY TRUST | c16711exv31w2.htm |
Exhibit 4.3
AMENDMENT NO. 14
TO
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP
TO
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP
This Amendment No. 14 to the Amended and Restated Limited Partnership Agreement of First
Potomac Realty Investment Limited Partnership (this “Amendment”) is made as of March 24, 2011 by
First Potomac Realty Trust, a Maryland real estate investment trust, as sole general partner (the
“Company”) of First Potomac Realty Investment Limited Partnership, a Delaware limited partnership
(the “Partnership”), pursuant to the authority granted to the Company in the Amended and Restated
Limited Partnership Agreement of First Potomac Realty Investment Limited Partnership, dated as of
September 15, 2003, as amended (the “Partnership Agreement”). Capitalized terms used and not
defined herein shall have the meanings set forth in the Partnership Agreement.
WHEREAS, pursuant to Section 2.05 of the Partnership Agreement, the Company, as the general
partner of the Partnership, may issue certificates summarizing the terms of the Limited Partnership
Interests upon the request of a Limited Partner; and
WHEREAS, the Company has determined in good faith that it is necessary and desirable, and in
the best interests of the Company and the Partnership, to amend Section 2.05 of the Partnership
Agreement to provide, among other things, that the Limited Partnership Interests shall be
securities governed by Article 8 of the Delaware Uniform Commercial Code.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the Partnership
Agreement is hereby amended as follows:
1. Section 2.05 of the Partnership Agreement is hereby amended and restated as follows:
“2.05 CERTIFICATES DESCRIBING PARTNERSHIP UNITS; ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE.
Limited Partnership Interests shall be securities governed by Article 8 of the Delaware Uniform
Commercial Code. The General Partner shall have the authority to issue certificates evidencing the
Limited Partnership Interests in accordance with Section 17-702(b) of the Act. Any such
certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not
be negotiable and (iii) shall bear a legend to the following effect:
This certificate is not negotiable. The Partnership Units represented by this
certificate are governed by and transferable only in accordance with the provisions
of the Amended and Restated Limited Partnership Agreement of First Potomac Realty
Investment Limited Partnership, as amended from time to time.”
2. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in
full force and effect, which terms and conditions the Company hereby ratifies and confirms.
3. This Amendment shall be construed and enforced in accordance with and governed by the laws of
the State of Delaware, without regard to conflicts of law.
4. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not be affected thereby.
* * *
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth
above.
| FIRST POTOMAC REALTY TRUST As sole general partner of First Potomac Realty Investment Limited Partnership |
||||
| By: | /s/ Douglas J. Donatelli | |||
| Douglas J. Donatelli | ||||
| Chairman of the Board of Trustees
and Chief Executive Officer |
||||
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