Exhibit 99.2
AMENDMENT NO. 1 TO
AMENDED AND RESTATED SUPPORT AND STANDSTILL AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED SUPPORT AND STANDSTILL
AGREEMENT (this "AMENDMENT") is entered into as of this 14th day of September,
2001 by and among CADIM INC. (together with its affiliates, "CADIM"), THE PRIME
GROUP, INC. ("PGI"), PRIME GROUP VI, L.P. ("PLP"), PRIMESTONE INVESTMENT
PARTNERS L.P. ("PRIMESTONE"), PRIME GROUP LIMITED PARTNERSHIP ("PRIME LP"),
PG/PRIMESTONE, L.L.C. ("PGLLC") and XXXXXXX X. XXXXXXX ("XXXXXXX" and, together
with PGI, PLP, Primestone, Prime LP and PGLLC, the "PGI PARTIES").
WHEREAS, Cadim and the PGI Parties have entered into an Amended and
Restated Support and Standstill Agreement (the "PGI SSA"), dated as of August
30, 2001; all capitalized terms not otherwise defined herein shall have the
meaning given to such terms in the PGI SSA;
WHEREAS, in connection with entering into the PGI SSA, Cadim and the
PGI Parties entered into that certain Support and Standstill Agreement dated as
of August 30, 2001 with Prime Group Realty Trust and Prime Group Realty, L.P.;
WHEREAS, the parties have amended and restated the PGE SSA to extend
the exclusivity period and therefore the parties desire to enter into this
Amendment to reflect such changes.
NOW, THEREFORE, in consideration of the foregoing, Cadim and the PGI
Parties do hereby agree as follows:
1. All references in the PGI SSA to the PGE SSA shall now be references
to the Amended and Restated Support and Standstill Agreement dated as of
September 14, 2001 rather than the Support and Standstill Agreement dated as of
August 30, 2001.
2. The third to last sentence in paragraph 3 of the PGI SSA shall be
restated to read: "Cadim shall provide a written notice to the PGI Parties on or
before October 12, 2001 if it intends to proceed with the Proposed Transaction."
3. The reference to "Thirty-Day Period (as defined in the PGE SSA)" in
paragraph 6 of the PGI SSA shall be changed to "Exclusivity Period (as defined
in the PGE SSA)".
4. In all other respects the PGI SSA shall remain in full force and
effect, unchanged by this Amendment.
The Parties have agreed to the terms and conditions contained in this
Amendment on the day and date first written above.
THE PRIME GROUP, INC.
BY: /s/ XXXXXXX X. XXXXXXX
ITS: PRESIDENT AND CEO
PRIMESTONE INVESTMENT PARTNERS L.P.
BY: PG/PRIMESTONE, LLC, ITS MANAGING GENERAL PARTNER
BY: THE PRIME GROUP, INC., ADMINISTRATIVE MEMBER
BY: /s/ XXXXXXX X. XXXXXXX
ITS: PRESIDENT AND CEO
PG/PRIMESTONE, L.L.C.
BY: THE PRIME GROUP, INC., ADMINISTRATIVE MEMBER
BY: /s/XXXXXXX X. XXXXXXX
ITS: PRESIDENT AND CEO
PRIME GROUP VI, L.P.
BY: PGLP, INC., ITS GENERAL PARTNER
BY: /s/ XXXXXXX X. XXXXXXX
ITS: PRESIDENT
PRIME GROUP LIMITED PARTNERSHIP
BY: /s/ XXXXXXX X. XXXXXXX
ITS: MANAGING GENERAL PARTNER
/s/ XXXXXXX X. XXXXXXX
XXXXXXX X. XXXXXXX
CADIM INC.
PER: /s/ XXXXXX XXXXXX
ITS: VICE PRESIDENT - LEGAL AFFAIRS
PER: /s/ XXXXXXX XXXXXXXXX
ITS: VICE PRESIDENT - INVESTMENTS
