EXHIBIT NO.99.9
OMNIBUS THIRD MODIFICATION TO SENIOR LOAN DOCUMENTS
THIS OMNIBUS THIRD MODIFICATION TO SENIOR LOAN DOCUMENTS (this
"Agreement") is made and dated as of July 16, 2002, by and among DEARBORN
CENTER, L.L.C., a Delaware limited liability company (the "Borrower"),
PRIME/XXXXXXX DEVELOPMENT COMPANY, L.L.C., a Delaware limited liability company
(the "Mezzanine Borrower"), BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
("Agent"), a banking corporation organized under the laws of the Federal
Republic of Germany, as a lender and as agent for the lenders from time to time
party to the Credit Agreement, as hereinafter defined (each, a "Lender" and,
collectively, the "Lenders"), PRIME GROUP REALTY, L.P., a Delaware limited
partnership ("PGRLP"), XXXXX XXXXXXX L.L.C., an Illinois limited liability
company ("Xxxxx"), and J. XXXX XXXXXXX DEVELOPMENT COMPANY, an Illinois
corporation ("Xxxxxxx"). All capitalized terms used herein but not defined
herein shall have the meanings set forth in either the Credit Agreement or that
certain Reserve Account Agreement (the "Reserve Account Agreement"), dated March
12, 2001, by and among Borrower, Agent, Mezzanine Agent, PGRLP, Xxxxx, and
Xxxxxxx.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Borrower and Agent, as a lender and as the agent for the
Lenders, executed and delivered that certain Credit Agreement, dated as of
January 5, 2001, as amended by: (a) that certain Omnibus First Modification to
Senior Loan Documents, dated as of March 12, 2001; (b) that certain Amendment to
Omnibus First Modification to Senior Loan Documents, dated as of January 2,
2002; and (c) that certain Omnibus Second Modification to Senior Loan Documents,
dated as of March 27, 2002 (the "Second Modification") (said Credit Agreement,
as it has been so amended and may hereafter be amended, modified or
supplemented, from time to time, being the "Credit Agreement");
WHEREAS, Agent has determined that there currently is a Hard Cost
and Operating Expense overrun in the amount of $5,600,000 (including a
contingency of $1,000,000) (the "Cost Overrun");
WHEREAS, the Borrower and the Guarantor have requested that the
Lenders modify certain financial covenants contained in the Guaranties;
WHEREAS, in order to ensure that there are sufficient funds to
pay the Cost Overrun, and as an inducement to the Lenders to modify certain
financial covenants contained in the Guaranties, the Borrower and PGRLP have
agreed to escrow certain funds and otherwise take the actions described herein;
and
WHEREAS, the Lenders are willing to modify the financial
covenants on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the modification of certain
financial covenants contained in the Guaranties and the covenants, agreements,
representations and warranties set forth in this Agreement, the parties hereto
hereby covenant, agree, represent and warrant as follows:
Section 1. Senior Additional Reserve Account; Cost Overrun.
(a) The sum of $3,494,000 has been or shall be deposited into the Senior
Additional Reserve Account, as follows:
(i) $750,000 is already on deposit with Agent in the Senior Additional
Reserve Account;
(ii) $250,000 shall be deposited on the date hereof into the Senior
Additional Reserve Account by Mezzanine Agent from funds collected and
deposited into the Restricted Securities Account (maintained pursuant to
the Mezzanine Loan documentation) pursuant to the Second Mezzanine
Modification;
(iii) $1,500,000 shall be deposited by PGRLP on the date of the
closing of the so-called "Security Capital Transaction"; and
(iv) $994,000 shall be deposited by PGRLP on the date hereof.
Amounts so deposited into the Senior Additional Reserve Account shall be
governed by the Senior Loan Documents, including, without being limited to, that
certain Pledge, Assignment and Security Agreement (Liquidity Covenant Waiver),
dated March 27, 2002, given by PGRLP in favor of Agent (the "Pledge Agreement");
provided, however, that, notwithstanding any provision in the Senior Loan
Documents to the contrary, such amounts shall be disbursed from the Senior
Additional Reserve Account as part of the next occurring construction draw under
the Senior Loan in lieu of Senior Loan proceeds, as follows: (i) the first
$3,494,000 of such draw shall be funded from the Senior Additional Reserve
Account; and (ii) the balance of such draw shall be funded with Loan proceeds.
(b) $1,820,000 of the leasing commission currently indicated in the
Approved Construction Budget and which is owed to PGRLP under the Leasing
Agreement with respect to the Bank One lease at the Project, and $286,000 of the
leasing commission currently indicated in the Approved Construction Budget and
which is owed to PGRLP and Xxxxxxx under the Leasing Agreement with respect to
the Holland & Knight lease at the Project, shall not be paid until both the Loan
and the Mezzanine Loan have been repaid in full (or Agent and Mezzanine Agent
otherwise permit the payment thereof), and such amounts shall instead be
reallocated to other line items in the Approved Construction Budget as approved
by Agent. By their execution of this Agreement, PGRLP (with respect to the
above-referenced Bank One and Holland & Knight leasing commissions) and Xxxxx
and Xxxxxxx (with respect to the above-referenced Holland & Knight leasing
commission only) hereby elect to fully and permanently waive any and all rights
under the Leasing Agreement, the Limited Liability Company Agreements of
Mezzanine Borrower and Borrower and under applicable law to be paid their share
of such leasing commissions unless and until both the Loan and the Mezzanine
Loan have been repaid in full.
(c) The amount of $281,250 due originally to be deposited into the Senior
Additional Reserve Account on July 31, 2002 pursuant to the Second Modification
shall instead be deposited into the Senior Additional Reserve Account on the
date hereof, and notwithstanding any provision of the Second Modification, such
deposit shall be the final deposit required to be made by PGRLP pursuant to
Section 3 of the Second Modification. After the allocation by Agent of the
$750,000 described in Section 1(a)(i), there will be $750,000 remaining in the
Senior Additional Reserve Account and such funds will be held and applied in
accordance with the Second Modification.
(d) PGRLP hereby agrees to deposit into a newly created, interest-bearing
reserve account maintained by Agent (the "Second Senior Citadel Reserve
Account") the following amounts: (x) on the date hereof, $4,000,000 (the
"Prefunded Amount"), which shall represent an estimate of the Monthly Citadel
Deposit (as defined below) which would be due for each of June 2003, July 2003,
August 2003 and September 2003, and (y) commencing on the Interest Payment Date
in January 2003 and on each Interest Payment Date thereafter (other than the
Interest Payment Dates in June 2003, July 2003, August 2003 and September 2003
which have been prefunded and subject to Section 1(e)(vi) and (vii) below) until
the entire Citadel space has been leased pursuant to Approved Subleases or,
subject to the provisions of Section 1(e)(i) below, until the Maximum Xxxxxx
Reserve Amount has been deposited, an amount equal to the Monthly Citadel
Deposit. Notwithstanding the foregoing, if the amount of the Monthly Citadel
Deposit is reduced below $1,000,000 due to the execution of Approved Subleases
and therefore the Prefunded Amount is greater than the amounts which would
actually be required for the months of June 2003, July 2003, August 2003 or
September 2003 (such excess, the "Overfunding"), PGRLP shall be entitled to a
credit in the full amount of the Overfunding which shall be applied to the next
Monthly Citadel Payment which is due. In the event that the amount of the
Overfunding is greater than the aggregate amount of the next four Monthly
Citadel Payments which are due, PGRLP shall be entitled to a reimbursement of
the portion of the Overfunding which is greater than the aggregate amount of
such four Monthly Citadel Deposits. On even date herewith, Borrower, Agent and
PGRLP shall execute and deliver the Pledge, Assignment and Security Agreement
(Second Senior Citadel Reserve Account) (the "Second Pledge Agreement") granting
Agent (on behalf of the Lenders) a perfected first priority security interest in
the Second Senior Citadel Reserve Account. The following terms are defined as
follows:
"Currently Unleased Xxxxxx Space" means 151,488 NRSF.
"Monthly Citadel Deposit" means the product of (x) $1,000,000
times (y) a fraction, the numerator of which is the Net Unleased Xxxxxx Space
and the denominator of which is the Currently Unleased Xxxxxx Space; provided,
however, that at any time an Event of Default is pending under (and as defined
in) the Loan Documents or the Mezzanine Loan Documents, the Monthly Citadel
Deposit due during the continuation of such Event of Default shall be equal to
the amount of the Monthly Citadel Deposit payable in the last month during which
no Event of Default existed.
"Net Unleased Xxxxxx Space" means (w) 151,488, minus (x) the NRSF
of the Xxxxxx Space (i) that, at the time of determination, are subject to
executed Approved Subleases with respect to which the subtenants thereunder have
commenced paying rent and reimbursements required under such Approved Subleases
(excluding, however, the portion of the Xxxxxx Space subleased by Chicago
Analytic Capital Management, LLC as of the date of this Agreement), (ii) with
respect to which, at the time of determination, Borrower has otherwise been
released from the Xxxxxx Reimbursement Obligations by Citadel under the Citadel
Lease, (iii) that, at the time of determination, is no longer demised by the
Xxxxxx Lease such that the Xxxxxx Reimbursement Obligations no longer apply
thereto, and/or (iv) with respect to which, at the time of determination, the
Xxxxxx Lease and the associated Xxxxxx Reimbursement Obligations have been
terminated.
(e) Notwithstanding anything contained in subsection (d) above to the
contrary, the following terms and provisions shall apply with respect to funds
deposited into the Second Senior Citadel Reserve Account:
(i) If, at any time, the aggregate amount of funds in the Senior
Citadel Reserve Account and the Second Senior Citadel Reserve Account
equals or exceeds the Maximum Xxxxxx Reserve Amount, PGRLP shall not be
required to make any further Monthly Citadel Deposits as required by
subsection (d) above and, provided that no default is continuing under
either the Loan Documents or the Mezzanine Loan Documents, Agent shall
remit to PGRLP any such excess. If the aggregate amount on deposit in the
Senior Citadel Reserve Account and the Second Senior Citadel Reserve
Account at any time thereafter falls below the Maximum Xxxxxx Reserve
Amount, then PGRLP shall be obligated to resume making Monthly Citadel
Deposits in the amounts determined as provided above until the combined
balance in such accounts again meets the Maximum Xxxxxx Reserve Amount.
"Maximum Xxxxxx Reserve Amount" means the sum of (i) the estimated
aggregate gross amount of the Xxxxxx Reimbursement Obligations less the
estimated gross amount of income to be generated by the Approved Subleases
(provided that the subtenants under such Approved Subleases have commenced
payment of rent and reimbursements required under such Approved Subleases),
as determined by Agent in good faith, plus (ii) the aggregate cost of
tenant improvements and leasing commissions that will be required to
sublease the portion of the Xxxxxx Space that is not subject to Approved
Subleases (other than amounts required to be paid by the owner of the
Xxxxxx Space), as determined by Agent in good faith, plus (iii) $4,000,000.
(ii) Funds in the Second Senior Citadel Reserve Account shall be
applied toward payment of Xxxxxx Subleasing Costs in the manner provided in
Section 3(a) of the Reserve Account Agreement (and subject to the terms and
conditions set forth in Section 3(a)(ii) of the Reserve Account Agreement)
and payment of Extra Citadel Costs in the manner provided in Section 3(b)
of the Reserve Account Agreement. Funds in the Second Senior Citadel
Reserve Account shall specifically not be available for payment of any
Xxxxxx Reimbursement Obligations at any time prior to July 1, 2003, and
thereafter may only be released to pay Xxxxxx Reimbursement Obligations so
long as no default is then pending under the Loan Documents or the
Mezzanine Loan Documents.
(iii) Any and all refunds or reimbursements of any funds contained in
the Second Senior Citadel Reserve Account shall be paid directly to PGRLP
(or as PGRLP directs in writing) and not to Borrower, Mezzanine Borrower,
Xxxxx or Xxxxxxx.
(iv) Any and all funds in the Second Senior Citadel Reserve Account in
excess of $10,000,000 shall constitute Unrestricted Cash for the purposes
of the calculation of the liquidity covenant contained in Section 8(d) of
the Completion Guaranty and Sections 6(d) of the Interest and Operating
Costs Guaranty and the Payment Guaranty (as such Guaranties are amended
pursuant to this Agreement). Any and all funds in the Second Senior Citadel
Reserve Account may be considered (x) as a portion of "Total Assets" solely
for the purposes of the calculation of the financial covenant contained in
Section 8(e) of the Completion Guaranty, Section 6(e) of the Interest and
Operating Costs Guaranty and Section 6(e) of the Payment Guaranty (as such
guaranties are amended pursuant to this Agreement) and (y) in the
calculation of Consolidated Net Worth relating to the financial covenant
contained in Section 8(c) of the Completion Guaranty, Section 6(c) of the
Interest and Operating Costs Guaranty and Section 6(c) of the Payment
Guaranty (as such guaranties are amended pursuant to this Agreement).
Notwithstanding the foregoing permission from Agent to consider funds on
deposit in the Second Senior Citadel Reserve Account for accounting
purposes only relating to certain financial covenants, PGRLP, Borrower and
Mezzanine Borrower (A) expressly acknowledge that all funds now or in the
future on deposit in the Second Senior Citadel Reserve Account have been
pledged and assigned to Agent and do not and will not constitute "assets"
of PGRLP or any future bankruptcy estate of PGRLP and (B) hereby
irrevocably waive any right to claim that such funds are the property of or
an asset of PGRLP or any future bankruptcy estate of PGRLP.
(v) [intentionally omitted]
(vi) In addition to the other provisions of this Agreement pursuant to
which PGRLP's obligation to fund the Monthly Citadel Deposits would
terminate, PGRLP's obligation to continue to fund the Monthly Citadel
Deposit shall automatically cease and terminate on and as of the earliest
to occur of (1) the date of transfer to Agent, the Lenders (or any of them)
or any third party of title to the entire Mortgaged Property pursuant to a
transfer in lieu of foreclosure thereof, (2) the date that is six (6)
months after the transfer to Agent, the Lenders (or any of them) or any
Affiliate of Agent or the Lenders (or any of them) of title to the entire
Mortgaged Property, pursuant to the completion of a judicial foreclosure
thereof, and (3) the date that Agent, the Lenders (or any of them) or any
Affiliate of Agent or the Lenders (or any of them) sells or conveys the
entire Mortgaged Property to a third party after obtaining title to the
entire Mortgaged Property pursuant to the completion of a judicial
foreclosure sale thereof.
(vii) In addition to the other provisions of this Agreement pursuant
to which PGRLP's obligation to fund the Monthly Citadel Deposits would
terminate, PGRLP's obligation to continue to fund the Monthly Citadel
Deposit shall cease at such time on or after June 30, 2003, as Agent,
Mezzanine Agent and the Lenders receive acceptable evidence that the
original financial covenants (not taking into account any amendments to or
modifications of such covenants from and after the closing of the Loan) set
forth in Section 8 of the Completion Guaranty, Section 6 of the Interest
and Operating Costs Guaranty and Section 6 of the Payment Guaranty (the
"Original Covenants") have been satisfied for two (2) consecutive calendar
quarters. The earliest date that PGRLP may satisfy this test with respect
to the Original Covenants is June 30, 2003. Upon receiving such
satisfactory evidence of two quarters' compliance with the Original
Covenants, Agent shall disburse to PGRLP any and all funds then on deposit
in the Second Senior Citadel Reserve Account (but not from any other
reserve account or escrow held by Agent) and the amendments to the Original
Covenants made pursuant to this Agreement shall be automatically rescinded
and the provisions of the Original Covenants shall once again apply;
provided, however, that if PGRLP fails to meet such -------- -------
Original Covenants for any quarter thereafter, (x) PGRLP's obligation to
fund the Monthly Citadel Deposits shall be immediately and automatically
reinstated, (y) the amendments to the Original Covenants made pursuant to
this Agreement shall automatically be reinstated and (z) PGRLP shall
immediately pre-fund $4.0 million (or such lesser amount which would
represent four (4) months of Monthly Citadel Deposits if such monthly
amounts have been reduced as provided in Section 1(d) above) into the
Second Senior Citadel Reserve Account. So long as PGRLP satisfies such
revised covenants and the foregoing funding requirements, there shall be no
default under the Loan Documents or the Mezzanine Loan Documents solely
from the failure of PGRLP to satisfy the Original Covenants.
(f) Each of PGRLP, Xxxxx, Borrower and Mezzanine Borrower hereby represents
and warrants that, based on the state and progress of construction of the
Project and anticipated cost savings, it currently estimates in good faith that
the aggregate Hard Costs that will be incurred in order to complete the
construction of the Project will not exceed by more than $5,600,000 the
aggregate amount of Hard Costs set forth in the Approved Construction Budget.
(g) Each of PGRLP, Borrower and Mezzanine Borrower hereby acknowledges that
the Lenders' willingness to agree to the amendments of the Guaranties set forth
in Section 2 below is conditioned upon PGRLP not paying dividends to common or
preferred shareholders (other than dividends payable in connection with the
Security Capital transaction which have previously been disclosed to the
Lenders). If at any time after the date hereof PGRLP desires to declare or pay a
dividend, so long as (i) PGRLP can demonstrate compliance with the financial
covenants applicable during the non-Relaxed Covenant Period (as provided in
Section 2 below) with respect to the fiscal quarter to which such dividend
relates (i.e., if a dividend is declared with respect to the first quarter but
paid in the second quarter, compliance must be demonstrated as of the end of the
first quarter) and (ii) such dividend is paid within 30 days after such
compliance has been demonstrated, then PGRLP shall not be in default for paying
such a dividend. If, however, PGRLP at any time pays dividends when it is not in
compliance with the covenants applicable during the non-Relaxed Covenant Period
as set forth above, an Event of Default will automatically be deemed to have
occurred under the Loan Documents.
Section 2. Amendments to the Guaranties.
(a) The following definition is hereby added to each of the Completion
Guaranty, the Interest and Operating Costs Guaranty, and the Payment Guaranty:
"Relaxed Covenant Period" means the period from April 1, 2002 to
the first date thereafter on which PGRLP makes or declares any dividend
or other distribution to the holders of any common or preferred equity
interests in PGRLP, excepting, however, any dividends and distributions
required to be paid in connection with the so-called "Security Capital
Transaction."
(b) The first sentence of Section 8(d) of the Completion Guaranty, the
first sentence of Section 6(d) of the Interest and Operating Costs Guaranty and
the first sentence of Section 6(d) of the Payment Guaranty are each hereby
amended and restated to read as follows:
"As of the end of the fiscal quarter immediately preceding the
Initial Advance (and as of the end of any fiscal quarter thereafter):
(i) the amount of Unrestricted Cash shall at no time be less than (w) if
no Relaxed Covenant Period is continuing, $17,500,000.00, or (x) during
the Relaxed Covenant Period, $7,500,000; and (ii) the sum of (A)
Unrestricted Cash in respect of a given fiscal quarter, and (B) Funds
From Operations in respect of the same fiscal quarter, shall at no time
be less than (y) if no Relaxed Covenant Period is continuing,
$22,500,000, or (z) during the Relaxed Covenant Period, $12,500,000."
(c) The first sentence of Section 8(g) of the Completion Guaranty, the
first sentence of Section 6(g) of the Interest and Operating Costs Guaranty and
the first sentence of Section 6(g) of the Payment Guaranty are each hereby
amended and restated to read as follows:
"As of the end of the fiscal quarter immediately preceding the
Initial Advance (and as of the end of each fiscal quarter thereafter),
at no time that the Loan is outstanding shall the ratio (stated as a
percent), in respect of any period, of (i) Consolidated EBITDA to (ii)
Consolidated Total Interest Expense, be less than (x) if no Relaxed
Covenant Period is continuing, 165% or (y) during the Relaxed Covenant
Period, 140%."
(d) The first sentence of Section 8(h)(i) of the Completion Guaranty, the
first sentence of Section 6(h)(i) of the Interest and Operating Costs Guaranty
and the first sentence of Section 6(h)(i) of the Payment Guaranty are each
hereby amended and restated to read as follows:
"As of the end of the calendar quarter immediately preceding the
Initial Advance (and as of the end of each fiscal quarter thereafter),
at no time that the Loan is outstanding shall the ratio (stated as a
percent), in respect of any period, of (A) Consolidated EBITDA to (B)
Consolidated Total Fixed Charges A, be less than (x) if no Relaxed
Covenant Period is continuing, 145% or (y) during the Relaxed Covenant
Period, 120%."
(e) The first sentence of Section 8(h)(ii) of the Completion Guaranty, the
first sentence of Section 6(h)(ii) of the Interest and Operating Costs Guaranty
and the first sentence of Section 6(h)(ii) of the Payment Guaranty are each
hereby amended and restated to read as follows:
"As of the end of the calendar quarter immediately preceding the
Initial Advance (and as of the end of each fiscal quarter thereafter),
at no time that the Loan is outstanding shall the ratio (stated as a
percent), in respect of any period, of (A) Consolidated EBITDA to (B)
Consolidated Total Fixed Charges B, be less than (x) if no Relaxed
Covenant Period is continuing, 125% or (y) during the Relaxed Covenant
Period, 105%."
(f) Section 8(c) of the Completion Guaranty, Section 6(c) of the Interest
and Operating Costs Guaranty and Section 6(c) of the Payment Guaranty are each
hereby amended by adding the following sentence at the end thereof:
"For purposes of this clause (c), during the continuance of a
Relaxed Covenant Period, Consolidated Net Worth shall be calculated
without reduction for accumulated depreciation."
Section 3. Conditions Precedent; Consent of Lenders.
The effectiveness of this Agreement is expressly conditioned
upon: (i) the funding of the Senior Additional Reserve Account by PGRLP as set
forth in Section 2 hereof; (ii) the execution and delivery of a written
agreement by and between Agent (on behalf of the Lenders) and the Mezzanine
Agent (on behalf of the Mezzanine Lenders) with respect to disbursements from
the Senior Additional Reserve Account; (iii) the execution and delivery of the
Second Pledge Agreement; (iv) the execution and delivery of the Omnibus Third
Modification to Mezzanine Loan Documents by and among Borrower, Mezzanine
Borrower, PGRLP, Penny, Beitler, Mezzanine Agent and the Mezzanine Lenders (the
"Mezzanine Modification").
Section 4. Miscellaneous.
(a) Governing Law. The terms and provisions hereof and the rights and
obligations of the parties hereunder shall in all respects be governed by, and
construed and enforced in accordance with, the internal laws of the State of New
York.
(b) Full Force. The Credit Agreement, the Pledge Agreement, the Guaranties
and each of the other Loan Documents, except to the extent of the waiver and
amendments specifically provided above, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. The
execution, delivery and effectiveness of this Agreement shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or Agent under the Credit Agreement, the Pledge Agreement, the
Guaranties or any of the other Loan Documents, nor constitute a waiver of any
provision of the Credit Agreement, the Pledge Agreement, the Guaranties or any
of the other Loan Documents. Without limiting the generality of the foregoing,
PGRLP hereby confirms and agrees that notwithstanding the effectiveness of this
Agreement, the Guaranties are, and shall continue to be, in full force and
effect and are hereby ratified and confirmed in all respects.
(c) Binding; No Amendment. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement shall not be modified orally, but only by a
writing executed by all of the parties hereto.
(d) Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
(e) Omnibus Third Modification to Senior Loan Documents. This Agreement
supercedes and replaces, in toto, the Omnibus Third Modification to Senior Loan
Documents executed on June 28, 2002 (the "June Modification") and the June
Modification is hereby null and void.
(Signatures on next page)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their duly authorized representatives, all as of the date
and year first above written.
DEARBORN CENTER, L.L.C.
By: Prime/Xxxxxxx Development Company,
L.L.C., its sole member
By: Xxxxx Xxxxxxx L.L.C., its managing
member
By: /s/ X.X. Xxxxxxxxx
------------------
Name: X.X. Xxxxxxxxx
Title: Member
BAYERISCHE HYPO- UND VEREINSBANK
AG, NEW YORK BRANCH
By: /s/ Xxxxx Xxxx
----------------
Name: Xxxxx Xxxx
Title: Director
By: /s/ Xxxxx X. Xxxxxx
---------------------
Name: Xxxxx X. Xxxxxx
Title: Director
PRIME GROUP REALTY, L.P.
By: Prime Group Realty Trust, its managing
general partner
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxxx
Title: Office of the President
XXXXX XXXXXXX L.L.C.
By: /s/ X.X. Xxxxxxxxx
--------------------
Name: X.X. Xxxxxxxxx
Title: Member
J. XXXX XXXXXXX DEVELOPMENT COMPANY
By: /s/ X.X. Xxxxxxxxx
--------------------
Name: X.X. Xxxxxxxxx
Title: Member
PRIME/XXXXXXX DEVELOPMENT COMPANY,
L.L.C.
By: Xxxxx Xxxxxxx L.L.C., its managing member
By: /s/ X.X. Xxxxxxxxx
------------------
Name: X.X. Xxxxxxxxx
Title: Member
