<PAGE>
Exhibit 3.2
AMENDMENT NO. 39 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 39 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of May
15, 2000 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 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 H Group LLC, a Delaware limited liability
company ("HG"), and the Partnership (the "Exchange Agreement"), HG agreed,
among other things, 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 of Limited Partner Interest (subject to
adjustment pursuant to the terms of the Exchange Agreement), which grant of
the First Option contemplated the transfer by the Partnership to HG of 5,000
Common Units of Limited Partner Interest on the date thereof and, subject to
the terms of the First Option, 5,000 Common Units of Limited Partner Interest
(subject to adjustment pursuant to the terms of the Exchange Agreement) on
the 15th day of each month thereafter (each such transfer a "First Option
Maintenance Transfer") 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 and desires to effect
the First Option Maintenance Transfer due on May 15, 2000;
WHEREAS, HG was admitted to the Partnership as an Additional
Limited Partner as of December 15, 1997 pursuant to Amendment No. 2 to the
Limited Partnership Agreement;
WHEREAS, the Partners desire to amend the Limited Partnership
Agreement to reflect the increase in outstanding Common Units resulting from
the issuance of Common Units to HG in connection with the First Option
Maintenance Transfer due on May 15, 2000; and
<PAGE>
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.
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 grant of the rights consisting of the First
Option during the thirtieth month of the term of the First Option from HG as
a Capital Contribution having a value on the date hereof of $100,000, in
exchange for 6705.0 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.
68 of the Partnership.
(b) 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 December 15, 2000 (as opposed to
November 17, 1998) and (ii) such Common Units of Limited Partner Interest
will be subject to the Registration Rights Agreement dated as of December 15,
1997 by and among PGRT, the Partnership and HG as opposed to the Registration
Rights Agreement entered into by PGRT and the Partnership on November 17,
1997.
Section 2. 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 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.
-2-
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AMENDMENT NO. 39 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/ JAMES F. HOFFMAN
----------------------------------------
Name: James F. Hoffman
Title: Senior Vice President, General
Counsel and Secretary
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/ JAMES F. HOFFMAN
------------------------------------
Name: James F. Hoffman
Title: Senior Vice President,
General Counsel and Secretary
-3-
<PAGE>
EXHIBIT A*
PARTNERS, NUMBER OF UNITS AND CAPITAL CONTRIBUTIONS
<TABLE>
<CAPTION>
Number of Capital
Managing General Partner Common Units Contribution
------------------------ ------------ ------------
<S> <C> <C>
Prime Group Realty Trust 15,264,835 **
77 West Wacker Drive
Suite 3900
Chicago, IL 60601
Attn: Richard S. Curto
James F. Hoffman
General Partner
---------------
The Nardi Group, L.L.C. 927,100 $18,542,000
c/o Stephen J. Nardi
4100 Madison Street
Hillside, IL 60162
Limited Partners
----------------
The Nardi Group, L.L.C. 573,096 $8,354,750
c/o Stephen J. Nardi
4100 Madison Street
Hillside, IL 60162
Carol Stream Industrial Park Joint Venture 151,621 $2,146,374
c/o Stephen J. Nardi
4100 Madison Street
Hillside, IL 60162
Edward S. Hadesman
Trust Dated May 22, 1992 398,427 $7,968,540
c/o Edward S. Hadesman
2500 North Lakeview
Unit 1401
Chicago, IL 60614
</TABLE>
___________________________
* As amended by Amendment No. 39 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-1
<PAGE>
<TABLE>
<CAPTION>
Number of Capital
Limited Partners Common Units Contribution
---------------- ------------ ------------
<S> <C> <C>
Carolyn B. Hadesman 54,544 $1,090,880
Trust Dated May 21, 1992
c/o Edward S. Hadesman
2500 North Lakeview
Unit 1401
Chicago, IL 60614
Lisa Hadesman 1991 Trust 169,053 $3,381,060
c/o Edward S. Hadesman
2500 North Lakeview
Unit 1401
Chicago, IL 60614
Cynthia Hadesman 1991 Trust 169,053 $3,381,060
c/o Edward S. Hadesman
2500 North Lakeview
Unit 1401
Chicago, IL 60614
Tucker B. Magid 33,085 $661,700
545 Ridge Road
Highland Park, IL 60035
Frances S. Shubert 36,006 $720,120
511 Lynn Terrace
Waukegan, IL 60085
Sky Harbor Associates 62,149 $1,242,980
c/o Howard I. Bernstein
6541 North Kilbourn
Lincolnwood, IL 60646
Jeffrey A. Patterson 110,000 $2,200,000
c/o Prime Group Realty Trust
77 West Wacker Drive
Suite 3900
Chicago, IL 60601
</TABLE>
Exhibit A-2
<PAGE>
<TABLE>
<CAPTION>
Number of Capital
Limited Partners Common Units Contribution
---------------- ------------ ------------
<S> <C> <C>
Primestone Investment Partners, L.P. 7,944,893 **
c/o The Prime Group, Inc.
77 West Wacker Drive
Suite 4200
Chicago, IL 60601
Attn: Paul A. Roehri
Prime Group VI, L.P. 304,097 $6,050,500
c/o The Prime Group, Inc.
77 West Wacker Drive
Suite 4200
Chicago, IL 60601
Attn: Michael W. Reshcke
Robert J. Rudnik
H Group LLC 101,997 $1,500,000
c/o Heitman Financial Ltd.
180 N. LaSalle
Suite 3600
Chicago, IL 60601
Attn: Norman Perlmutter
Ray R. Grinvalds 2,608 $52,160
714 Blaine Court
Schaumburg, IL 60173
Sandra F. Grinvalds 2,608 $52,160
714 Blaine Court
Schaumburg, IL 60173
Warren H. John, as Trustee of the Warren H. John 37,259 $745,180
Trust dated December 18, 1998
1730 N. Clark Street
Chicago, IL 60614
</TABLE>
___________________________
** This amount shall be inserted by the Managing General Partner.
Exhibit A-3
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<TABLE>
<CAPTION>
Number of Capital
Limited Partners Common Units Contribution
---------------- ------------ ------------
<S> <C> <C>
James M. Kane 13,606 $191,594
Connemara Farm
61 E. Palatine Road
South Barrington, IL 60010
Gloria I. Kane 13,606 $191,594
Connemara Farm
61 E. Palatine Road
South Barrington, IL 60010
</TABLE>
<TABLE>
<CAPTION>
Number of Capital
Managing General Partner Preferred Units Contribution
------------------------- ---------------------- ------------
<S> <C> <C>
Prime Group Realty Trust 2,000,000 **
77 West Wacker Drive Convertible Preferred
Suite 3900 Units
Chicago, IL 60601
Attn: Richard S. Curto
James F. Hoffman
Prime Group Realty Trust 4,000,000 **
77 West Wacker Drive Series B Preferred Units
Suite 3900
Chicago, IL 60601
Attn: Richard S. Curto
James F. Hoffman
</TABLE>
___________________________
** This amount shall be inserted by the Managing General Partner.
Exhibit A-4
