EXHIBIT NO. 10.23
As of May 28, 2003
Prime Group Realty, L.P.
c/o Prime Group Realty Trust
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is made to the loan in the original principal amount of
$195,000,000 (the "Loan") made by the undersigned to 000 X. Xxxxxx Xxxxxx,
L.L.C. ("Borrower") pursuant to that certain loan agreement dated as of March
10, 2003 made by and between Borrower and the undersigned (as amended, the "Loan
Agreement"). All capitalized terms not otherwise defined herein shall have the
meanings provided in the Loan Agreement. Concurrently herewith and in accordance
of the provisions of the Loan Agreement, Lender exercised the Mezzanine Option,
thereby creating a Mortgage Loan in the principal amount of $130,211, 771 and a
Mezzanine Loan in the principal amount of $64,788,229. You, as guarantor
("Guarantor"), executed and delivered to the undersigned a certain guaranty
dated as of March 10, 2003 wherein you guaranteed a portion of the Note in the
maximum amount of $4,000,000 (the "Payment Guaranty"). This letter will confirm
the agreement of Lender, Borrower and Guarantor that the Payment Guaranty is
hereby terminated and of no further force or effect.
Very truly yours,
XXXXXX BROTHERS BANK FSB
By:/s/ Xxxxxxxx Xxxxxx
-------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
