Exhibit 3.3
AMENDMENT NO. 40 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME GROUP REALTY, L.P.
This AMENDMENT NO. 40 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this "Amendment") is made as of June 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