EXHIBIT 10.2
PUT OPTION TERMINATION AGREEMENT
This PUT OPTION TERMINATION AGREEMENT (this "Termination Agreement") is
made and entered into as of March 15, 2000, by and among The Xxxxx Group,
L.L.C., a Delaware limited liability company (the "NAC General Partner"),
Prime Group Realty Trust, a Maryland real estate investment trust ("PGRT"),
and Prime Group Realty, L.P., a Delaware limited partnership (the "Operating
Partnership").
W I T N E S S E T H:
WHEREAS, the parties hereto entered into that certain Put Option
Agreement, dated as of November 17, 1997 (the "Put Option Agreement"), a
photocopy of which is attached hereto as EXHIBIT A, pursuant to which PGRT
and the Operating Partnership granted to the NAC General Partner two options
to put portions of the NAC General Partner's 927,100 Common Units of General
Partner Interest in the Operating Partnership (the "Xxxxx XX Common Units")
to PGRT and the Operating Partnership on the terms and subject to the
conditions set forth in the Put Option Agreement;
WHEREAS, the NAC General Partner and the Operating Partnership have
agreed to convert the Xxxxx XX Common Units into an equal number of Common
Units of Limited Partner Interest in the Operating Partnership subject to the
satisfaction of the condition, among others, that the Put Option Agreement be
concurrently terminated; and
WHEREAS, the parties hereto therefore desire to irrevocably and
unconditionally terminate the Put Option Agreement.
NOW, THEREFORE, for good and adequate consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. TERMINATION OF THE PUT OPTION AGREEMENT.
The Put Option Agreement is hereby irrevocably and unconditionally
terminated in its entirety, and from and after the date hereof the Put Option
Agreement shall have no force and effect whatsoever.
Section 2. CONDITION TO EFFECTIVENESS. This Termination Agreement shall
become effective contemporaneously with, and subject to, the approval by
PGRT's common shareholders of the issuance by PGRT of up to 927,100 (subject
to any applicable anti-dilution adjustments) of its common shares of
beneficial interest upon exchange of the New LP Common Units.
Section 3. SEVERABILITY.
Any invalidity, illegality or unenforceability of any provision of this
Termination Agreement shall not render invalid, illegal or unenforceable the
remaining provisions hereof.
Section 4. HEADINGS.
The headings contained herein are for convenience of reference only and
shall not be deemed to be part of this Termination Agreement.
Section 5. COUNTERPARTS.
This Termination Agreement may be executed in counterparts, all of which
together shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or
the same counterpart. Each party shall become bound by this Termination
Agreement immediately upon affixing its signatures hereto.
Section 6. GOVERNING LAW.
This Termination Agreement shall be governed by and construed under the
laws of the State of Illinois without regard to the principles of conflicts
of laws.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned have executed and delivered this
Termination Agreement as of the day and year first written above.
THE XXXXX GROUP, L.L.C.
By: /s/Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Its:
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PRIME GROUP REALTY TRUST
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Its: Senior Vice President
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PRIME GROUP REALTY, L.P.
By: Prime Group Realty Trust
Its: Managing General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Its: Senior Vice President
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