EXHIBIT No.99.1
[Letterhead of Security Capital Preferred Growth Incorporated]
September 25, 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")
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 (a) to reduce the minimum notice period in Section
1.1(b)(ii) of the Amendment from 120 days to 30 days (provided that the
Redemption Date (as defined in the Amendment) may not be earlier than January
15, 2002) and (b) to give us at least five business days' notice (or such lesser
time if you do not know five business days in advance, but no less than 24 hours
prior notice), of (i) any future declaration of dividends on your capital stock
or (ii) the incurrence of any debt, including the guaranteeing of any debt of
others, by you or any of your direct or indirect subsidiaries, which information
we shall keep strictly confidential.
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 Xxxxxxxxx
----------------------
Its: Senior Vice President
----------------------
AGREED AND ACCEPTED THIS
26th DAY OF SEPTEMBER, 2001
PRIME GROUP REALTY TRUST
By: \s\ Xxxxxxx X. Xxxxx
-------------------------
Its: Chief Executive Officer
-------------------------
PRIME GROUP REALTY, L.P.
By: Prime Group Realty Trust, its
managing general partner
By: \s\ Xxxxxxx X. Xxxxx
-------------------------
Its: Chief Executive Officer
-------------------------
