Exhibit 99.8
EXHIBIT 1-B
AMENDED AND RESTATED CONSENT AND AGREEMENT
OF PRIME GROUP REALTY, L.P.
This AMENDED AND RESTATED CONSENT AND AGREEMENT (this
"Consent and Agreement") is executed and given as of September 26, 2000, on
behalf of Prime Group Realty, L.P., a Delaware limited partnership ("Prime"), by
Prime Group Realty Trust, a Maryland real estate investment trust, in its
capacity as the Managing General Partner (the "Managing General Partner") of
Prime, in favor of P-B Finance Ltd., a Cayman Islands company, in its capacity
as Lender pursuant to the Credit Agreement referred to below (the "Lender").
Unless otherwise defined herein, capitalized terms used herein have the
definitions set forth for such terms in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, Prime and Prudential Securities Credit Corporation
("PSCC") have entered into the Consent To Assignment of Prime Group Realty, L.P.
dated as of November 17, 1997 (as amended, restated, supplemented or otherwise
modified from time to time, the "Existing Consent and Agreement");
WHEREAS, Primestone Investment Partners L.P., a Delaware
limited partnership (the "Borrower") has entered into the Credit Agreement dated
as of November 17, 1997 (as amended, restated, supplemented or otherwise
modified from time to time, the "Existing Credit Agreement") between the
Borrower and PSCC pursuant to which PSCC agreed to make a loan to the Borrower;
WHEREAS, on December 30, 1997 PSCC assigned all of its rights,
obligations and interest in and under the Existing Credit Agreement to the
Lender and the Lender assumed all of PSCC's rights, obligations and interest
thereunder;
WHEREAS, the Borrower and Lender desire to enter into that
certain Amended and Restated Credit Agreement of even date herewith (as amended,
restated, supplemented, or otherwise modified from time to time, the "Credit
Agreement") pursuant to which the Lender has agreed to, among other things,
extend the maturity of the Loan referred to therein;
WHEREAS, the Borrower, the REIT, Prime, The Prime Group, Inc.,
an Illinois corporation, and certain other investors named therein have entered
into the Registration Rights Agreement;
WHEREAS, the Borrower is party to the Amended and Restated
Agreement of Limited Partnership (as amended, the "Prime Partnership Agreement")
of the Partnership; and
WHEREAS, as security for the Borrower's obligations under the
Credit Agreement, the Borrower has, pursuant to that certain Pledge and Security
Agreement of even date herewith (as amended, supplemented or otherwise modified
from time to time, the "Security Agreement"), granted the Lender a first and
prior security interest in the Pledged Shares (as defined therein), the
Registration Rights Agreement and the Prime Partnership Agreement (each as
amended, supplemented or otherwise modified from time to time, the "Assigned
Agreements"); and
WHEREAS, as a condition precedent to the Lender's entering
into the Credit Agreement, the Lender has required Prime to amend and restate
the Existing Consent and Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Prime hereby consents and agrees as follows:
1. Prime hereby consents to (a) the assignment by the Borrower
of all of its rights, title and interest in and to the Pledged Shares and the
Assigned Agreements to the Lender pursuant to the Security Agreement and (b)
subject to the terms of the Assigned Agreements to (i) the foreclosure upon, or
exercise of, any other rights or remedies the Lender may have in respect of the
Pledged Collateral (including without limitation pursuant to the Assigned
Agreements), whether pursuant to the Security Agreement, at law, in equity, or
otherwise and (ii) the sale or other disposition by Lender of any or all of the
Pledged Shares.
2. Prime shall not, without the prior written consent of the
Lender, enter into any amendment, supplement, assignment, transfer or other
modification of the Assigned Agreements (provided, that the REIT may amend,
supplement or modify the Prime Partnership Agreement in the ordinary course,
provided, further, that the Lender receives, 10 Business Days prior to such
amendment, supplement or modification, notice and copies of such amendment,
supplement
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or modification and the same does not materially affect the rights of the Lender
or the rights or obligations of the holders of the Pledged Shares), enter into
any consensual cancellation or termination of the Assigned Agreements, or
consent to the assignment or other transfer by Borrower any of its right, title
and interest thereunder, or consent to any such assignment or transfer by the
Borrower.
3. Prime agrees, subject to compliance by the Lender with the
terms, provisions and restrictions of the Loan Documents, that the Lender shall
be entitled to require and enforce the performance of all actions and things
required to be paid or performed by the Borrower under the Assigned Agreements
and the Lender may proceed either in its own name or otherwise and may protect
and enforce its rights by suit in equity, action at law or other appropriate
proceeding, or proceed to take any other action authorized or permitted under
the applicable law. Each and every remedy of the Lender shall, to the extent
permitted by law, be cumulative and shall be in addition to any other remedy
given hereunder now or hereafter existing at law or in equity or by statute.
4. Prime further acknowledges and agrees that the Lender may
assign its rights under the Credit Agreement and the Security Agreement and this
Consent and Agreement shall be for the benefit of any such lenders and any
licensed securities dealer to whom Lender may sell the Pledged Shares in
connection with a foreclosure thereof, and the rights of Lender hereunder or
referred to herein may be exercised by any such other lenders and such
securities dealer.
5. Notwithstanding anything to the contrary in Exhibit C to
the Prime Partnership Agreement, in the event that the Borrower, or the Lender
on behalf of the Borrower, exercise the right pursuant to Section 2.04(a)(ii) to
exchange OP Units for REIT Stock, the Managing General Partner shall deliver
(unless the ▇▇▇▇ ▇▇▇▇▇ Act is applicable thereto) within five (5) business days
after receipt by the Managing General Partner of the Exchange Exercise Notice
(as defined in the Prime Partnership Agreement) the Share Purchase Price or the
Cash Purchase Price (both as defined in Prime Partnership Agreement), as the
case may be, to the Borrower or the Lender, as the case may be.
6. (a) No Waiver; Amendments. No failure on the part of the
Lender to exercise, no delay in exercising, and no course of dealing with
respect to, any right or remedy hereunder will operate as a waiver thereof, nor
will any single or partial exercise of any right or remedy hereunder preclude
any other further exercise
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of any other right or remedy. This Consent and Agreement may not be amended,
supplemented or modified except by written agreement of Prime and the Lender.
(b) Survival of Certain Covenants. Notwithstanding any
provision of this Consent and Agreement to the contrary, the obligations of
Prime under this Consent and Agreement shall survive until payment in full of
the Note.
(c) Notices. All notices and other communications required
under the terms and provisions hereof shall be in writing and shall be addressed
(1) if to Prime, addressed to it at Prime Group Realty, L.P., ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Telecopy
No.: (▇▇▇) ▇▇▇-▇▇▇▇, with copies to (X) Winston & ▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Telecopy No.: (312)
558-5700 and (Y) Prime Group Realty Trust, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ or
(2) if to the Lender, addressed as provided in the Credit Agreement, or at such
other place as any party may hereafter designate to the other party hereto in
writing. Any notice under this Consent and Agreement to Prime or the Lender
shall be in writing and sent (A) by telecopy, or (B) by registered or certified
mail with return receipt requested (postage prepaid), or (C) by a recognized
overnight delivery service with charges prepaid). Any notice under this Consent
and Agreement to Prime or the Lender shall be deemed given only when actually
received or when delivery is refused, and any such notice to any person other
than Prime or the Lender shall be deemed to have been given when deposited in
the mails, postage prepaid, certified or registered United States mail.
(d) Successors and Assigns. This Consent and Agreement shall
be binding upon and inure to the benefit of Prime and the Lender and their
respective permitted successors and assigns.
(e) Governing Law. This Consent and Agreement will be governed
by and construed and enforced in accordance with the laws of the State of New
York without regard to conflicts of laws provisions thereof.
(f) Waiver of Acceptance. Prime hereby waives notice of
acceptance of this Consent and Agreement or any of the terms and provisions
hereof by the Lender.
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IN WITNESS WHEREOF, the undersigned, a duly authorized officer
of the Managing General Partner, has executed this Consent and Agreement on
behalf of Prime as of the date set forth in the first paragraph of this Consent
and Agreement.
PRIME GROUP REALTY, L.P.
By: PRIME GROUP REALTY TRUST,
as Managing General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Co-President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President,
General Counsel and
Secretary