Exhibit 39
AMENDMENT NO. 32 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 32 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of
December 30, 1999, 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 Real Estate Sales Contract, dated as of
October 20, 1997, by and among The Prime Group, Inc., an Illinois
corporation, Prime Group Realty Trust, a Maryland real estate investment
trust, Prime Group Realty, L.P., a Delaware limited partnership and the
Contributors named therein (the "Agreement"), the Partnership agreed to
purchase the Vacant Parcels 4 and 11 in Xxxxx Stream Industrial Business
Park, Carol Stream, Illinois (the "Property") upon the fulfillment of certain
conditions;
WHEREAS, the conditions of the Agreement having been fulfilled, the
Partnership is acquiring the Property in return for issuing Common Units of
Limited Partner Interest to Xxxxx Stream Industrial Park Joint Venture; 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.
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 from Xxxxx
Stream Industrial Park Joint Venture the grant of all of its right, title and
interest in the Property, a legal description of which is attached hereto as
EXHIBIT 1, as a Capital Contribution in exchange for 151,621 Common Units of
Limited Partner Interest which are hereby issued by the Partnership to Xxxxx
Stream Industrial Park Joint Venture pursuant to Section 4.3.C of the Limited
Partnership Agreement, and which are evidenced by Common Unit Certificate No.
58 of the Partnership.
(b) Each of the Common Units of Limited Partner Interest
issued to Xxxxx Stream Industrial Park Joint Venture pursuant to this SECTION
2 shall have the same terms and provisions as the Common Units of Limited
Partner Interest issued by the Partnership on November 17, 1997 except that
the Exchange Rights relating thereto may be exercised only after the first
(1st) anniversary of their issuance (as opposed to November 17, 1998).
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.
[signature page follows]
-2-
AMENDMENT NO. 32 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/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
--------------------------------------
Title: SVP, 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/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------------
Title: SVP, General Counsel and Secretary
------------------------------------
-3-
As to Section 1 hereof,
ACKNOWLEDGED AND AGREED
XXXXX STREAM INDUSTRIAL PARK JOINT
VENTURE, an Illinois general partnership
By: NARCO ENTERPRISES, INC.,
an Illinois corporation
Its Managing General Partner
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx
President
-4-
EXHIBIT A*
PARTNERS, NUMBER OF UNITS AND CAPITAL CONTRIBUTIONS
Number of Capital
Managing General Partner Common Units Contribution
------------------------ ------------ ------------
Prime Group Realty Trust 15,683,936 **
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
General Partner
----------------
The Xxxxx Group, L.L.C. 927,100 $18,542,000
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Limited Partners
----------------
The Xxxxx Group, L.L.C. 328,182 $ 4,906,061
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxx Stream Industrial Park Joint Venture 151,621 $ 2,150,054
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx
Trust Dated May 22, 1992 398,427 $ 7,968,540
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxx 0000
Xxxxxxx, XX 00000
___________________
* As amended by Amendment No. 32 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
Number of Capital
Limited Partners Common Units Contribution
---------------- ------------ ------------
Xxxxxxx X. Xxxxxxxx 54,544 $1,090,880
Trust Dated May 21, 1992
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxx 0000
Xxxxxxx, XX 00000
Xxxx Xxxxxxxx 1991 Trust 169,053 $3,381,060
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxx 0000
Xxxxxxx, XX 00000
Xxxxxxx Xxxxxxxx 1991 Trust 169,053 $3,381,060
c/o Xxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxx 0000
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxx 33,085 $ 661,700
000 Xxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxxx 36,006 $ 720,120
000 Xxxx Xxxxxxx
Xxxxxxxx, XX 00000
Sky Harbor Associates 62,149 $1,242,980
c/o Xxxxxx X. Xxxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxx 110,000 $2,200,000
c/o Prime Group Realty Trust
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
EXHIBIT A-2
Number of Capital
Limited Partners Common Units Contribution
---------------- ------------ ------------
Primestone Investment Partners, L.P. 7,944,893 **
c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Prime Group VI, L.P. 304,097 $6,050,500
c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
H Group LLC 93,849 $1,400,000
c/o Heitman Financial Ltd.
000 X. XxXxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxxx
Xxx X. Xxxxxxxxx 2,608 $ 52,160
000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx 2,608 $ 52,160
000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxx, as Trustee of the Xxxxxx X. Xxxx 37,259 $ 745,180
Trust dated December 18, 1998
0000 X. Xxxxx Xxxxxx
Xxxxxxx, XX 00000
________________________
** This amount shall be inserted by the Managing General Partner.
EXHIBIT A-3
Number of Capital
Managing General Partner Common Units Contribution
------------------------ ------------ ------------
Prime Group Realty Trust 2,000,000 **
00 Xxxx Xxxxxx Xxxxx Xxxxxxxxxxx
Xxxxx 0000 Preferred Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Prime Group Realty Trust 4,000,000 **/
00 Xxxx Xxxxxx Xxxxx Series B --
Suite 3900 Preferred Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
___________________
** This amount shall be inserted by the Managing General Partner.
EXHIBIT A-4
