EXHIBIT NO. 99.1
[Letterhead of Security Capital Preferred Growth Incorporated]
December 13, 2001
Prime Group Realty Trust
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Re: First Amendment to Series A Preferred Securities Purchase Agreement dated
as of April 13, 1999 (the "Amendment")
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Gentlemen:
You have requested that we not give, for the time being, the redemption
notice provided for in Section 1.1 of the Amendment in order to give the parties
additional time to discuss the possibility of amending the documents which are
the subject of the Amendment.
We will agree not to give such notice at this time (it being understood
that we may give such notice at any time in the future) if you hereby agree to
amend the Amendment to reduce the minimum notice period in Section 1.1(b)(ii) of
the Amendment from 30 days (as set forth in that letter agreement amending the
Amendment dated September 25, 2001 (the "Letter Agreement")) to 10 days
(provided that the Redemption Date (as defined in the Amendment) may not be
earlier than January 15, 2002). Except as set forth herein all other terms of
the Amendment, as modified by the Letter Agreement, shall remain in full force
and effect.
If you agree to the foregoing, please signify this by signing and
returning, and having Prime Group Realty, L.P. sign and return, to us an
executed copy of this letter.
Very truly yours,
SECURITY CAPITAL PREFERRED
GROWTH INCORPORATED
By:/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx,
Senior Vice President
AGREED AND ACCEPTED THIS
17th DAY OF DECEMBER, 2001
PRIME GROUP REALTY TRUST
By: /s/ Xxxxxxx X. Xxxxx
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Its: Chief Executive Officer
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PRIME GROUP REALTY, L.P.
By: Prime Group Realty Trust, its
managing general partner
By: /s/ Xxxxxxx X. Xxxxx
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Its: Chief Executive Officer
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