EXHIBIT 99.3
FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
THIS FIRST AMENDMENT (this "First Amendment") made as of the 18th day
of August, 2003 between PRIME GROUP REALTY, L.P., ("PGRLP"), and XXXX Chicago,
L.C., ("XXXX");
WITNESSETH:
RECITALS:
A. PGRLP and XXXX entered into a Contribution Agreement dated August 4,
2003 (the "Agreement").
B. The parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed:
1. The reference to Section 8.6B contained in the next to last line
of Section 9.1T is hereby changed to be a reference to Section
8.6A.
2. The words "within ten (10) business days after the Effective
Date" contained in the sixth line of Section 22.16 of the
Agreement are hereby deleted and the words "on or before 12:00
p.m. eastern time August 22, 2003" are hereby inserted in their
place and stead.
3. Except as amended hereby, all terms and provisions of the
Contribution Agreement remain in full force and effect in
accordance with there terms.
IN WITNESS WHEREOF, this First Amendment has been executed as of the day
and year first above written.
PRIME GROUP REALTY, L.P.
By: Prime Group Realty Trust
it managing general partner
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
XXXX CHICAGO, L.C.
By: Estein Management Corporation, its manager
By: /s/ Xxxxxx Xxxxxx
-----------------------------
Xxxxxx Xxxxxx, President
