EXHIBIT NO. 99.2
THIRD AMENDMENT TO CONTRIBUTION AGREEMENT
THIS THIRD AMENDMENT TO CONTRIBUTION AGREEMENT (this "Third
Amendment"), is entered into as of October 8, 2003, by and between PRIME GROUP
REALTY, L.P., a Delaware limited partnership ("PGRLP"), and ▇▇▇▇ CHICAGO, L.C. ,
a Florida limited liability company ("▇▇▇▇").
R E C I T A L S:
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A. PGRLP and ▇▇▇▇ and are parties to that certain Contribution
Agreement, dated as of August 4, 2003 (the "Original Agreement"), as amended by
that certain First Amendment to Contribution Agreement, dated as of August 18,
2003 (the "First Amendment"), and as further amended by that certain Second
Amendment to Contribution Agreement, dated as of August 29, 2003 (the "Second
Amendment") (the Original Agreement, as amended by the First Amendment and the
Second Amendment, shall hereinafter be referred to as the "Agreement"), for the
issuance of that certain membership interest in Dearborn Center, L.L.C, a
Delaware limited liability company (the "Company"); and
B. PGRLP and ▇▇▇▇ desire to further amend the Agreement as set forth
herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, PGRLP and ▇▇▇▇ hereby represent, warrant and covenant to each
other as follows:
1. Capitalized Terms. Capitalized terms not defined herein shall
have the meaning attributed to such term in the Agreement.
2. Redevelopment Agreement.
(a) The parties hereby agree that in the event the City of Chicago
(the "City") determines that the Company has failed to comply with Section
10.02 of the Redevelopment Agreement and requires a cash payment to be
made to the City under said Section 10.02 (as opposed to offsetting
payments to be made by the City under the City Note, as defined in the
Redevelopment Agreement), PGRLP shall promptly loan the Company the funds
required to be paid to the City (the funds loaned by PGRLP to the Company
shall be hereinafter referred to as the "PGRLP TIF Loan"). In no event
shall the PGRLP TIF Loan exceed the principal amount of $587,771, and any
payments required by the City pursuant to Section 10.02 in excess of such
amount shall be made by PGRLP directly to the City. Upon receipt of the
funds made pursuant to the PGRLP TIF Loan, the Company shall pay the City
said funds in order to satisfy its obligation under Section 10.02 of the
Redevelopment Agreement.
(b) The PGRLP TIF Loan shall be repaid solely out of the payments
received by the Company pursuant to the City Note, whereby all such
amounts received by the Company shall first be applied to the full
repayment of the PGRLP TIF Loan, plus interest on such amount at the rate
of ten percent (10%) per annum. The PGRLP TIF Loan shall be subordinate to
all third party indebtedness of the Company, including without limitation,
the first mortgage loan made by Landesbank Hessen-Thuringen Girozentrale.
In addition, the PGRLP TIF Loan shall be subordinate to the "UST Priority
Return" (as defined in the Operating Agreement) for the period in which
any amounts under the City Note are paid, except PGRLP shall in all events
be entitled to all remaining disbursements under the City Note (up to the
amount of the PGRLP TIF Loan less any amount by which the original
principal amount of the City Note was less than $9,412,229, plus accrued
interest on such amount) when the remaining amounts to be paid under the
City Note equal the amount of the PGRLP TIF Loan plus accrued interest, so
that the City Note is not fully paid by the City without PGRLP being
repaid the PGRLP TIF Loan plus accrued interest . The terms of this
Paragraph 2 shall survive Closing.
3. Interest. The parties acknowledge that any interest due under that
certain first mortgage loan made by Landesbank Hessen-Thuringen Girozentrale,
which interest has accrued from October 1, 2003 through the date of Closing, and
will be payable as part of the first installment of interest on said loan, will
be funded from the Company's working capital reserve in the same manner as
closing costs are pursuant to Section 8.3 of the Agreement. The terms of this
Paragraph 3 shall survive Closing.
4. Project. The definition of "Project" in Section 1.24 of the Agreement
is hereby deleted and restated in its entirety:
"1.24 "Project". That 37-story office-retail building, underground
garage and other improvements containing a total of approximately
1,521,492 rentable square feet (approximately 1,401,920 square feet of
which is office space, approximately 95,349 square feet of which is retail
space and approximately 24,223 square feet of which is lower level storage
space) and approximately 190 parking spaces located on and encompassing
the Real Property."
5. Ratification. Except as amended hereby, all terms and provisions of the
Agreement and exhibits thereto are hereby ratified and confirmed and shall
remain in full force and effect.
6. Facsimile. Faxed signatures on this Third Amendment shall be binding as
originals.
7. Counterparts. This Third Amendment may be executed in counterparts, all
or which shall be deemed to be the same Third Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF, this Third Amendment has been executed as of the day
and year first above written.
PGRLP:
PRIME GROUP REALTY, L.P., a Delaware
limited partnership
By: Prime Group Realty Trust, A
Maryland real estate investment
trust, its managing general partner
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Printed Name:▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title:Co-President
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▇▇▇▇:
▇▇▇▇ CHICAGO, L.C., a Florida
limited liability company
By: Estein Management Corporation,
a Floridacorporation, its manager
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, President