EXHIBIT NO. 10.22
AMENDMENT TO GUARANTY
THIS AMENDMENT TO GUARANTY, is dated as of May 28, 2003 (this
"Amendment"), between PRIME GROUP REALTY, L.P., having an address at c/o Prime
Group Realty Trust, 00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000
("Guarantor") and XXXXXX BROTHERS BANK FSB, a federal stock savings bank, having
an address at Brandywine Building, 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxxxxxx 00000 ("Lender").
W I T N E S S E T H:
WHEREAS, 000 X. XXXXXX XXXXXX, L.L.C., a Delaware limited
liability company ("Borrower") and Lender are parties to that certain Loan
Agreement dated as of March 10, 2003 (the "Original Loan Agreement"),
pursuant to which Lender made a loan to Borrower (the "Loan") in the original
principal amount of $195,000,000;
WHEREAS, pursuant to and in accordance with Section 10.23 of the
Loan Agreement, Lender exercised the Mezzanine Option (as defined in the Loan
Agreement), thereby creating a Mortgage Loan equal to $130,211,771 and a
Mezzanine Loan (as defined in the Loan Agreement prior to giving effect to this
Amendment) equal to $64,788,229 and in connection therewith, Lender and Borrower
executed a certain Amendment to Loan Agreement dated as of May 28, 2003 (the
Original Loan Agreement, as amended, being hereinafter called the "Loan
Agreement");
WHEREAS, Guarantor executed a certain Guaranty dated as of March 10,
2003 (the "Guaranty"), wherein Guarantor guaranteed the payment by Borrower of
the Post-Possession Re-Leasing Escrow Deposit (as defined in the Loan Agreement)
pursuant to and in accordance with Section 5.1.23 of the Loan Agreement;
WHEREAS, in connection with the Mezzanine Option, Guarantor has
executed a certain Guaranty dated as of the date hereof (the "Mezzanine
Guaranty"), wherein Guarantor guaranteed certain obligations of the Mezzanine
Borrower under the Mezzanine Loan Agreement (each as defined in the Loan
Agreement); and
WHEREAS, Lender and Guarantor have agreed in the manner hereinafter
set forth to modify the Guaranty.
NOW, THEREFORE, in pursuance of such agreement and for good and
valuable consideration, the sufficiency of which is hereby acknowledged, Lender
and Guarantor hereby agree as follows:
1. The Guaranty is hereby amended by adding a new Section, entitled "5.15
Termination of Guaranty" to read as follows: "5.15 Termination of
Guaranty. This Guaranty shall terminate, expire and be of no further
force or effect upon (i) payment by Guarantor of the Guaranteed
Obligations (as such term is defined in that certain Guaranty dated as
of May 28, 2003 made by Guarantor in favor of Xxxxxx Brothers Holdings
Inc. (the "Mezzanine Loan Guaranty")) in connection with the
Post-Possession Re-Leasing Escrow Deposit (as defined in the Mezzanine
Loan Agreement) or (ii) the deposit by Mezzanine Borrower of the
Post-Possession Re-Leasing Escrow Deposit pursuant to and in accordance
with Section 5.1.27 of the Mezzanine Loan Agreement."
2. As amended by this Amendment, all terms, covenants and provisions of the
Guaranty are ratified and confirmed and shall remain in full force and
effect as first written.
3. This Amendment may be executed by one or more of the parties hereto on any
number of separate counterparts, each of which shall be an original and
all of which taken together shall constitute one and the same instrument.
4. This Amendment shall inure to the benefit of and be binding upon Guarantor
and Lender and their respective successors and permitted assigns.
5. This Amendment shall be governed by, and construed in accordance with, the
law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized representatives, all as of the day and
year first above written.
GUARANTOR:
PRIME GROUP REALTY, L.P.
By:Prime Group Realty Trust, its managing
general partner
By:/s/ Xxxxx X. Xxxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxxx
Title: Co-President
LENDER:
XXXXXX BROTHERS BANK FSB, a federal stock
savings bank
By:/s/ Xxxxxxxx Xxxxxx
-------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Signatory
