EXHIBIT NO. 99.3
This Note was originally issued on June __, 2002, and such
issuance was not registered under the Securities Act of 1933, as
amended. The transfer of this Note and the securities obtainable
upon exchange hereof is subject to the conditions on transfer
specified in the Purchase Agreement (as defined below). The
Operating Partnership (as defined below) reserves the right to
refuse the transfer of such securities until such conditions have
been fulfilled with respect to such transfer. Upon written
request, a copy of such conditions shall be furnished by the
Operating Partnership to the holder hereof without charge.
PRIME GROUP REALTY, L.P.
EXCHANGEABLE
PROMISSORY NOTE
June __, 2002 $[35,000,000.00]1
Prime Group Realty, L.P., a Delaware limited partnership (the "Operating
Partnership"), hereby promises to pay to the order of Security Capital Preferred
Growth Incorporated, a Maryland corporation ("Lender"), the principal amount of
[THIRTY-FIVE MILLION DOLLARS ($35,000,000.00)],1 together with interest thereon
calculated from the date hereof in accordance with the provisions of this
Exchangeable Promissory Note (this "Note").
This Note was issued pursuant to a Securities Purchase and Exchange
Agreement, dated as of June 13, 2002 (as amended and modified from time to time,
the "Purchase Agreement"), among the Operating Partnership, Prime Group Realty
Trust, a Maryland real estate investment trust (the "Company"), the Guarantors
named therein and the Lender, and this Note is the "Exchangeable Note" referred
to in the Purchase Agreement. The Purchase Agreement contains terms governing
the rights of the holder of this Note, including without limitation a guarantee
by the Company and an agreement by the Company to exchange Common Shares for all
or any portion of this Note, and all such provisions of the Purchase Agreement
relating to the rights of the holder of this Note are hereby incorporated herein
in full by reference. Except as defined in Section 5 hereof or unless otherwise
indicated herein, capitalized terms used in this Note have the same meanings set
forth in the Purchase Agreement.
1. Payment of Interest. Except as otherwise expressly provided in Section
3(b) hereof, interest shall initially accrue at the rate of eleven and one-half
percent (11.5%) per annum (such rate, subject to increase as provided below,
including in Section 3(b)(i), the "Primary Interest Rate") (computed on the
basis of a 360-day year and the actual number of days elapsed during the period
in which it accrues) on the unpaid principal amount of this Note outstanding
from time to time, or (if less) at the highest rate then permitted under
applicable law. On August 6, 2002, the Primary Interest Rate shall increase to a
rate of twelve percent (12.0%) per annum. On November 4, 2002, the Primary
Interest Rate shall increase to a rate of twelve and one-half percent (12.5%)
per annum. On February 2, 2003, the Primary Interest Rate shall increase to a
rate of twelve and three-quarters percent (12.75%) per annum. On each January 1,
April 1, July 1 and October 1 beginning July 1, 2002 (each, a "Quarterly Payment
Date"), the Operating Partnership shall pay to the holder of this Note interest
(payable in arrears) at a rate of seven and one-half percent (7.50%) per annum
(the "Pay Rate") on the unpaid principal amount of this Note outstanding from
time to time; provided, however, that so long as an Event of Default has
occurred and is continuing, interest shall be paid on each Quarterly Payment
Date or when otherwise due hereunder at the full Primary Interest Rate for the
portion of any three-month period that such Event of Default was in existence.
Unless prohibited under applicable law, any accrued interest which is not paid
on the Quarterly Payment Date shall bear interest at the same rate at which
interest is then accruing on the principal amount of this Note until such
interest is paid. Any accrued interest which for any reason has not theretofore
been paid shall be paid in full on the date on which the final principal payment
on this Note is made. Interest shall accrue on any principal payment due under
this Note and, to the extent permitted by applicable law, on any interest which
has not been paid on the Quarterly Payment Date until such time as payment
therefor is actually delivered to the holder of this Note.
2. Payment of Principal of Note; Payment of Interest with Principal.
(a) Payment on Maturity Date. The Operating Partnership shall pay the
entire unpaid principal amount of this Note then outstanding to the holder of
this Note on [June __, 2003]2 (subject to extension as provided in Section 2(h)
and Section 2(i) below, the "Maturity Date"), together with all accrued and
unpaid interest on the principal amount being repaid.
(b) Mandatory Prepayments at Option of Holder. The holder of this Note may
require the prepayment of all or any portion of the unpaid principal on this
Note pursuant to this Section 2(b) at any time following the occurrence of
either (i) a Change of Control or (ii) the Company's Common Shares ceasing to be
listed for trading or included for quotation, as applicable, on the New York
Stock Exchange, the Nasdaq National Market or the American Stock Exchange (each,
a "Mandatory Prepayment Event"). Within 5 Business Days following the occurrence
of a Mandatory Prepayment Event, the Company and the Operating Partnership shall
deliver to the holder of this Note written notice of such occurrence (the
"Occurrence Notice"). The holder of this Note shall give to the Operating
Partnership written notice of its election (the "Election Notice") to require
the prepayment of principal on this Note pursuant to this Section 2(b), which
notice shall set forth the amount of the prepayment required and the date that
such prepayment shall occur (which date shall be no earlier than (x) in the case
of a transaction to which the Company is a party that results in a Change of
Control, the date of the closing of such transaction and (y) in all other cases,
45 days after the occurrence of a Mandatory Prepayment Event). Such Election
Notice may only be delivered to the Operating Partnership (a) within (I) if the
average of the daily Current Market Prices of a Common Share for the 30
consecutive Trading Days prior to receipt of such notice is at least 85% of the
Exercise Price then in effect, 15 Business Days, or (II) in all other cases, 5
Business Days, after such holder receives the Occurrence Notice from the
Operating Partnership or the Company or (b) at any time after the occurrence of
a Mandatory Prepayment Event if the holder of this Note has not received an
Occurrence Notice from the Operating Partnership or the Company.
(c) Mandatory Prepayment upon Sale of Dearborn Center. In connection with
any sale, transfer, assignment or other disposition (whether with or without
consideration and whether voluntary or involuntary or by operation of law and
whether direct or indirect) of any interest in Dearborn Center held by the
Company or any of its Subsidiaries (other than in connection with a bona fide
refinancing that does not result in an increase in the aggregate Indebtedness of
the Company, the Operating Partnership and the Subsidiaries), the Operating
Partnership shall prepay principal of the Notes in an amount such that the
aggregate principal amount of the Notes outstanding shall be no greater than
$27,500,000.00 (with such prepayment being applied first to the Exchangeable
Notes and then to the New Notes).
(d) Mandatory Prepayment upon Sale of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇. In connection with
any sale, transfer, assignment or other disposition (whether with or without
consideration and whether voluntary or involuntary or by operation of law and
whether direct or indirect) of any interest in ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ held by the
Company or any of its Subsidiaries, the Operating Partnership shall prepay
principal of the Notes in an amount (if any) equal to the difference between (i)
100% of the net proceeds realized from such sale, transfer, assignment or other
disposition, minus (ii) $5,000,000.00, to the outstanding principal amount of
the Notes, plus all accrued and unpaid interest (with such prepayment being
applied first to the Exchangeable Notes and then to the New Notes).
(e) Optional Prepayment. The Operating Partnership may, at any time, prepay
all or any portion (in the case of partial prepayments in whole number multiples
of at least $1,000,000.00) of the outstanding principal amount of this Note
without premium or penalty, subject to Section 2(f).
(f) Repayment Fee. With respect to all repayments of principal of this Note
(each, a "Repayment"), whether mandatory or optional, and for the avoidance of
doubt including without limitation any repayment upon acceleration of the
maturity of this Note upon an Event of Default, the Operating Partnership shall
be obligated to pay to the holder of this Note on the date of such Repayment a
fee (the "Repayment Fee") in the amount equal to (i) in the case of Repayments
in connection with a Repayment Premium Change of Control, 2.0% and (ii), in the
case of any other Repayment, 0.75%, of the principal amount repaid; provided,
that such percentage in clause (ii) shall be reduced by 0.50% if the Repayment
occurs within 45 days after the issuance of this Note. The provisions of this
Section 2(f) shall not apply to the extent that this Note is exchanged for
Common Shares pursuant to Section 8 of the Purchase Agreement.
(g) Payment of Interest with Principal. Whenever the Operating Partnership
makes a payment on the principal of this Note, the Operating Partnership shall
also pay interest on this Note (and any payment received shall first be applied
to such interest). The interest to be so paid shall be all accrued and unpaid
interest at the Primary Interest Rate through and including the date of such
principal payment with respect to the principal so paid, except that in the case
of an optional prepayment under Section 2(e) all accrued and unpaid interest at
the Primary Interest Rate shall be paid on the entire principal amount of this
Note regardless of the amount of the optional principal prepayment.
(h) Initial Extension Option. If (i) no Event of Default has occurred and
is continuing, (ii) the aggregate principal amount of the Exchangeable Notes and
the New Notes outstanding is not greater than $40 million at the time that the
initial extension option is exercised and (iii) since the Closing, no event or
circumstance has occurred which has resulted or is reasonably likely to result
in any failure to perform or observe any provision contained in Section 3H or
Section 3I of the Purchase Agreement, then the Operating Partnership shall have
the option (by delivering to the holder of this Note written notice not less
than 30 nor more than 60 days prior to the Maturity Date, together with payment
of an extension fee equal to 0.50% of the aggregate principal amount of this
Note outstanding at the time the extension option is exercised pursuant to this
Section 2(h)) to extend the Maturity Date of this Note for a period of 180 days.
(i) Final Extension Option. If (i) the Operating Partnership has extended
the Maturity Date pursuant to Section 2(h), (ii) no Event of Default has
occurred and is continuing, (iii) the aggregate principal amount of the
Exchangeable Notes and the New Notes outstanding is not greater than $25 million
at the time that the final extension option is exercised, and (iv) since the
Closing, no event or circumstance has occurred which has resulted or is
reasonably likely to result in any failure to perform or observe any provision
contained in Section 3H or Section 3I of the Purchase Agreement, then the
Operating Partnership shall have the option (by delivering to the holder of this
Note written notice not less than 30 nor more than 60 days prior to the extended
Maturity Date, together with payment of an extension fee equal to 0.50% of the
aggregate principal amount of this Note outstanding at the time the extension
option is exercised pursuant to this Section 2(i)) to extend the Maturity Date
of this Note for an additional period of 180 days.
3. Events of Default.
(a) Definitions. For purposes of this Note, an Event of Default shall be
deemed to have occurred if:
(i) the Operating Partnership fails to pay when due and payable
(whether at maturity or otherwise) the full amount of interest and fees
then accrued and due and payable on the Note or the full amount of any
principal payment on this Note, and such failure to pay is not cured within
five (5) Business Days after the occurrence thereof;
(ii) the Company, the Operating Partnership or any of their
Subsidiaries fails to perform or observe in any material respect any other
provision contained in any Transaction Document, and such failure is not
cured within ten (10) Business Days after (or within 30 days after, in the
case of a failure to perform or observe a non-monetary provision or, if
such failure is not of a nature such that it reasonably could be cured
within 30 days but reasonably could be cured within an additional 45 days
thereafter, within such additional 45 days thereafter) notice from the
Lender;
(iii) any representation, warranty or information provided by the
Company, the Operating Partnership or any of their Subsidiaries in or
pursuant to any Transaction Document is false or misleading in any material
respect on the date made or furnished and is not cured within ten (10)
Business Days of such date;
(iv) the Company, the Operating Partnership or any of their
Wholly-Owned Subsidiaries makes an assignment for the benefit of creditors
or admits in writing its inability to pay its debts generally as they
become due; or an order, judgment or decree is entered adjudicating the
Company, the Operating Partnership or any Wholly-Owned Subsidiary bankrupt
or insolvent; or any order for relief with respect to the Company, the
Operating Partnership or any Wholly-Owned Subsidiary is entered under the
Federal Bankruptcy Code; or the Company, the Operating Partnership or any
Wholly-Owned Subsidiary petitions or applies to any tribunal for the
appointment of a custodian, trustee, receiver or liquidator of the Company,
the Operating Partnership or any Wholly-Owned Subsidiary, or of any
substantial part of the assets of the Company, the Operating Partnership or
any Wholly-Owned Subsidiary, or commences any proceeding relating to the
Company, the Operating Partnership or any Wholly-Owned Subsidiary under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction; or any such petition or
application is filed, or any such proceeding is commenced, against the
Company, the Operating Partnership or any Wholly-Owned Subsidiary and
either (A) the Company, the Operating Partnership or any such Wholly-Owned
Subsidiary by any act indicates its approval thereof, consent thereto or
acquiescence therein or (B) such petition, application or proceeding is not
dismissed within 60 days;
(v) a judgment in excess of $2,000,000 is rendered against the
Company, the Operating Partnership or any Wholly-Owned Subsidiary and,
within 30 days after entry thereof, such judgment is not discharged (in
full), paid, bonded or vacated or execution thereof stayed pending appeal,
or within 30 days after the expiration of any such stay, such judgment is
not discharged in full, paid, bonded or vacated;
(vi) the Company, the Operating Partnership or any Subsidiary defaults
in the performance of any obligation and as a result of such default the
holder or holders of such obligations (a) cause an amount exceeding
$2,000,000 to become due prior to its stated maturity or (b) are permitted
to cause an amount exceeding $2,000,000 to become due prior to its stated
maturity; provided, however, that any non-monetary default shall not be
deemed an Event of Default pursuant to this clause(vi)(b) so long as (x)
the obligor is negotiating in good faith to obtain a waiver or amendment
relating to such default and (y) such waiver or amendment has been obtained
within 45 days after the occurrence of such default; or
(vii) the holders of a majority of the outstanding aggregate principal
amount of the Notes have exercised their right to designate any
representative to be elected to the Company's Board of Trustees pursuant to
Section 3M of the Purchase Agreement, and such representative is not
elected to the Board of Trustees for any reason other than such
representative's refusal or inability to serve.
The foregoing shall constitute Events of Default whatever the reason or
cause for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.
Notwithstanding the foregoing, the Company's or the Operating Partnership's
failure to perform or observe the provisions of Section 3D(i)(c) or (d) of the
Purchase Agreement shall not constitute an Event of Default unless such failure
is a willful breach of such section. In addition, the Company's or the Operating
Partnership's failure to perform or observe the provisions of Section 3D(i)(a)
or (e) of the Purchase Agreement shall not constitute an Event of Default unless
the Company fails to deliver written notice to the holder of this Note at least
24 hours before the action that the holder of this Note had a right to be
consulted on pursuant to such section is publicly announced.
(b) Consequences of Events of Default.
(i) If any Event of Default has occurred and is continuing, the
Primary Interest Rate shall increase immediately by six (6.0) percentage
points per annum to the extent permitted by law, regardless of the number
of Events of Default that are in existence at any given time. Any increase
of the interest rate resulting from the operation of this subparagraph
shall terminate as of the close of business on the date on which no Events
of Default exist (subject to subsequent increases pursuant to this
subparagraph if another Event of Default has occurred and is continuing).
(ii) If an Event of Default of the type described in Section 3(a)(iv)
has occurred, the aggregate principal amount of this Note (together with
all accrued interest thereon and all other amounts due and payable with
respect thereto) shall become immediately due and payable without any
action on the part of the holder of this Note, and the Operating
Partnership shall immediately pay to the holder of this Note all amounts
due and payable with respect to this Note.
(iii) If any Event of Default (other than under Section 3(a)(iv)) has
occurred, the holder of this Note may declare all or any portion of the
outstanding principal amount of this Note (together with all accrued
interest thereon and all other amounts due and payable with respect
thereto) to be immediately due and payable and may demand immediate payment
of all or any portion of the outstanding principal amount of this Note
(together with all such other amounts then due and payable). If the holder
of this Note demands immediate payment of all or any portion of this Note,
the Operating Partnership shall immediately pay to such holder all amounts
due and payable with respect to this Note.
(iv) The holder of this Note shall also have any other rights which
such holder may have been afforded under any contract or agreement,
including the Transaction Documents, at any time and any other rights which
such holder may have pursuant to applicable law.
(v) The Operating Partnership hereby waives, to the extent permitted
by law, diligence, presentment, protest and demand and notice of protest
and demand, dishonor and nonpayment of this Note, and expressly agrees that
the Maturity Date of this Note, or the due date of any payment hereunder,
may be extended from time to time and that the holder hereof may accept
security for this Note or release security for this Note, all without in
any way affecting the liability of the Operating Partnership hereunder.
4. Amendment and Waiver. Except as otherwise expressly provided herein, the
provisions of this Note may be amended and the Operating Partnership and the
Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company or the Operating
Partnership, as applicable, has obtained the written consent of the holders of a
majority of the outstanding principal amount of the Exchangeable Notes.
5. Definitions. For purposes of this Note, the following capitalized terms
have the following meaning.
"180 North LaSalle" means the real property commonly known as ▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
"Change of Control" means (i) any "person" or "group" (as such terms are
used in Sections 13(d) and 14(d) of the Securities Exchange Act), shall become
(whether by means of warrants, options or otherwise) the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act), directly or
indirectly, of more than 35% of the outstanding Capital Stock of the Company or
any person or group which already beneficially owns more than 35% increases such
ownership by more than 1% of the outstanding Capital Stock; (ii) the Board of
Trustees of the Company (together with any new trustees whose election by such
Board of Trustees or whose nomination for election by shareholders of the
Company was approved by a vote of a majority of the trustees then still in
office who were either trustees at the beginning of such period, or whose
election or nomination for election was previously so approved) shall cease to
consist of a majority of Continuing Trustees (excluding the effect of any
appointment of one trustee by Vornado Realty Trust (or an affiliate thereof)
pursuant to existing rights, and excluding the effect of any appointment of any
trustee or trustees by any class of preferred shareholders of the Company
pursuant to the Company's Declaration of Trust); (iii) the Company shall cease
to be the sole general partner of the Operating Partnership; (iv) the sale or
disposition by the Company and its Subsidiaries of all or substantially all of
their assets; or (v) any consolidation or merger involving the Company in which
the Company is not the continuing or surviving entity or pursuant to which the
Common Shares of the Company are converted into the rights to receive cash,
securities or other property, other than a merger or consolidation of the
Company in which the beneficial owners of the Common Shares of the Company
outstanding immediately prior to the consolidation or merger hold, directly or
indirectly, at least a majority of the Common Shares of the surviving entity
immediately after such consolidation or merger.
"Continuing Trustees" means the members of the Company's Board of Trustees
on the date hereof, and each other trustee, if, in each case, such other
trustee's nomination for election to the Board of Trustees of the Company is
recommended by at least a majority of the then Continuing Trustees.
"Repayment Premium Change of Control" means any Change of Control that was
approved by the Company's Board of Trustees except that (i) a Change of Control
of the type described in clause (i) of the definition of Change of Control shall
only be deemed a Repayment Premium Change of Control if the "person "or "group"
has become the "beneficial owner," directly or indirectly, of more than 50% of
the outstanding Capital Stock of the Company (as such terms are used in the
definition of Change of Control) and (ii) any Change of Control described in
clause (ii) of the definition of Change of Control shall not constitute a
Repayment Premium Change of Control.
"Transaction Documents" means the Purchase Agreement, the Notes, the
Warrants, the Registration Agreement, the Pledge and Security Agreement, the
Mortgages and any other agreement or instrument delivered by the Company, the
Operating Partnership or any of their Subsidiaries pursuant thereto.
6. Cancellation. After all principal and accrued interest, all repayment
fees and all expenses with respect to this Note which are payable under the
Purchase Agreement, if any, have been paid in full, this Note shall be canceled
and surrendered by the holder of this Note to the Operating Partnership.
7. Payments. All payments to be made to the holder of this Note shall be
made in the lawful money of the United States of America in immediately
available funds.
8. Notices; Place of Payment. All payments under this Note shall be made to
such account as is specified by the holder by prior written notice to the
Operating Partnership. All notices hereunder shall be given and shall be
effective as provided in Section 7K of the Purchase Agreement.
9. Business Days. If any payment is due, or any time period for giving
notice or taking action expires, on a day which is not a Business Day, the
payment shall be due and payable on, and the time period shall automatically be
extended to, the next Business Day immediately following such day, and interest
shall continue to accrue at the required rate hereunder until any such payment
is made.
10. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. Issues
and questions concerning the construction, validity, enforcement and
interpretation of this Note and the exhibits and schedules hereto shall be
governed by, and construed in accordance with, the laws of the State of
Illinois, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of Illinois or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Illinois. Each of the parties hereto agrees to submit to the jurisdiction of
the courts of the State of Illinois, the Federal District Court for the Northern
District of Illinois, and to appellate courts from any thereof in any action or
proceeding arising out of or relating to this Note. EACH PARTY HERETO AND EACH
HOLDER HEREOF IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS NOTE, THE PURCHASE AGREEMENT AND EACH
SECURITY DOCUMENT.
11. Usury Laws. It is the intention of the Operating Partnership and the
holder of this Note to conform strictly to all applicable usury laws now or
hereafter in force, and any interest payable under this Note shall be subject to
reduction to the amount not in excess of the maximum legal amount allowed under
the applicable usury laws as now or hereafter construed by the courts having
jurisdiction over such matters. If the maturity of this Note is accelerated by
reason of an election by the holder hereof resulting from an Event of Default,
voluntary prepayment by the Operating Partnership or otherwise, then earned
interest may never include more than the maximum amount permitted by law,
computed from the date hereof until payment, and any interest in excess of the
maximum amount permitted by law shall be canceled automatically and, if
theretofore paid, shall at the option of the holder hereof either be rebated to
the Operating Partnership or credited on the principal amount of this Note, or
if this Note has been paid, then the excess shall be rebated to the Operating
Partnership. The aggregate of all interest (whether designated as interest,
service charges, points or otherwise) contracted for, chargeable, or receivable
under this Note shall under no circumstances exceed the maximum legal rate upon
the unpaid principal balance of this Note remaining unpaid from time to time. If
such interest does exceed the maximum legal rate, it shall be deemed a mistake
and such excess shall be canceled automatically and, if theretofore paid,
rebated to the Operating Partnership or credited on the principal amount of this
Note, or if this Note has been repaid, then such excess shall be rebated to the
Operating Partnership.
12. Transfer. Subject to the conditions on transfer specified in the
Purchase Agreement, this Note and, if this Note is transferred or retransferred
in part, the multiple Notes created thereby may be transferred by the holder in
whole or in part (in the case of a partial transfer such transfer must be in
integral multiples of $1,000,000 (but in any event not less than $5,000,000),
or, if the unpaid principal amount of any such Note is less than $5,000,000, the
unpaid principal amount of such Note) upon written notice to the Operating
Partnership; provided, however, that this Note and all rights hereunder shall at
no time be transferred to any publicly traded company whose primary business is
the ownership of office buildings or to any Person who beneficially owned
2,000,000 or more common units of the Operating Partnership as of May 28, 2002;
provided, that for purposes of this Section 12, beneficial ownership of Common
Shares shall not be deemed to be beneficial ownership of common units of the
Operating Partnership. Such notice shall be accompanied by this Note or any
successor Note duly endorsed or together with an appropriate assignment form and
upon receipt thereof the Operating Partnership shall deliver to the transferor a
new Note for any principal amount not transferred and to the transferee a new
Note for the principal amount transferred. If this Note is transferred or
retransferred in part, all payments under this Note shall be made pro rata among
the holders on the basis of the principal amounts of each Note and the multiple
Notes created thereby may be amended and consents and waivers by the holders
thereof may be given upon the written agreement of the holders of a majority of
the principal amount of all such Notes.
* * * * *
IN WITNESS WHEREOF, the Operating Partnership has executed and delivered
this Exchangeable Promissory Note on June __, 2002.
PRIME GROUP REALTY, L.P.
By: Prime Group Realty Trust, its managing
general partner
Attest: By: --------------------------
Name:--------------------------
--------------------------
Its: --------------------------
--------
1 Actual principal will be the sum of $35,000,000 plus all accrued and unpaid
dividends on the Series A Shares plus the Deferred Payment Amount.
2 Insert date that is the one year anniversary of the issuance date.