EXHIBIT NO. 99.6
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of
October 8, 2003, is made by PRIME GROUP REALTY, L.P., a Delaware limited
partnership ("Indemnitor"), for the benefit of UST XI DEARBORN, LTD.., a Florida
limited partnership ("UST") and DEARBORN CENTER, L.L.C., a Delaware limited
liability company ("Dearborn Center") (together, the "Indemnitee").
R E C I T A L S:
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A. Indemnitor and XXXX Chicago, L.C. , a Florida limited liability
company ("XXXX") are parties to that certain Contribution Agreement, dated as of
August 4, 2003, as amended by that certain First Amendment to Contribution
Agreement, dated as of August 18, 2003, as amended by that certain Second
Amendment to Contribution Agreement, dated as of August 29, 2003, and as further
amended by that certain Third Amendment to Contribution Agreement, dated as of
October 8, 2003 (as amended, the "Contribution Agreement"), whereby PGRLP will
cause a membership interest in Dearborn Center to be issued to UST.
B. In connection with the Contribution Agreement, Indemnitor will
escrow certain funds with Near North National Title Corporation pursuant to that
certain Existing Tenant Improvements and Citadel Cash Escrow Account, in order
to secure Indemnitor's obligations under the Contribution Agreement.
C. Pursuant to the Contribution Agreement, Indemnitor has agreed to
execute this Agreement in order to provide further indemnifications and
guaranties as set forth below.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Indemnitor hereby represents, warrants and covenants to
Indemnitees as follows:
1. Capitalized Terms. Capitalized terms not defined herein shall have the
meaning attributed to such term in the Contribution Agreement.
2. Indemnification. Indemnitor hereby agrees to defend, protect, indemnify
and hold harmless Indemnitee from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
costs, expenses and disbursements of any kind or nature whatsoever that may at
any time be incurred by, imposed on or asserted against Indemnitee (including
reasonable attorneys' fees and other reasonable out of pocket costs and expenses
of defense), except to the extent caused by any act or omission of Indemnitee
(collectively, the "Indemnified Matters"), based on, or arising or resulting
from (i) Indemnitor's obligations under the Contribution Agreement with respect
to the payment of all completion costs for shell and core of the Project and all
costs relating to tenant improvements and allowances with respect to Existing
Leases (as set forth on Exhibit XIV attached to the Contribution Agreement);
(ii) Indemnitor's obligations under the Contribution Agreement with respect to
the Landlord Reimbursement Obligations under the Citadel Lease; (iii) the non
payment of any brokerage commission or compensation of any kind due under the
Existing Leases, as described on Exhibit X attached to the Contribution
Agreement; (iv) any liability and obligations of Dearborn Center under that
certain Redevelopment Agreement, dated as of August 1, 2002, as amended, which
are incurred prior to the date hereof; (v) any claim against or liability of
Dearborn Center regarding the Bank One Rights; and (vi) any claim that may be
asserted against either party comprising Indemnitee for any alleged obligation
or liability arising from or related to events occurring prior to the date
hereof as described in Sections 8.6A and 9.1T of the Contribution Agreement. For
purposes of this Agreement, no act or omission of PGRLP shall be attributable to
Dearborn Center.
3. Reimbursement. Indemnitor agrees to reimburse Indemnitee for all sums
paid and all costs incurred by Indemnitee with respect to any Indemnified Matter
within thirty (30) days following written demand therefor.
4. No Limitation on Liability. Indemnitor acknowledges that the amounts
deposited into the Existing Tenant Improvements Escrow and Citadel Cash Escrow
Accounts shall in no way limit the extent of Indemnitor's liability under
Paragraph 2 above.
5. Miscellaneous.
(a) This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the law of
the State of Illinois.
(b) All pronouns and any variations of pronouns herein shall be
deemed to refer to the masculine, feminine, or neuter, singular or plural, as
the identity of the parties may require. Whenever the terms herein are singular,
the same shall be deemed to mean the plural, and vice versa, as the identity of
the parties or the context requires.
(c) This Agreement may be executed in multiple counterparts, each of
which shall constitute a duplicate original, but all of which together shall
constitute one and the same instrument.
(d) All notices, requests, demands or other communications required
or permitted under this Agreement shall be in writing and delivered personally
or by facsimile transmission, or by overnight courier (such as Federal Express),
addressed as follows:
If to PGRLP: Prime Group Realty, L.P.
----------- 00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Fax: 312/000-0000
With a copy to: Prime Group Realty Trust
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Attention: Xxxxx X. Xxxxxxx, Esq.
Xxxxxxx, Xxxxxxxx 00000
Fax: 312/000-0000
And to: Jenner & Block, LLC
One IBM Plaza
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Fax: 312/000-0000
If to UST: c/o Estein and Associates, Ltd.
--------- 0000 Xxxxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Fax: 407/000-0000
With a copy to: Xxxxx Xxxxx Ciklin Xxxxxx
Martens XxXxxx & X'Xxxxxxx
000 Xxxxx Xxxxxxx Xxxxx, 00xx Xxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxxx
Fax: 561/000-0000
If to Dearborn Center: Dearborn Center, L.L.C.
--------------------- c/o Estein and Associates, Ltd.
0000 Xxxxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Fax: 407/000-0000
With a copy to: Xxxxx Xxxxx Ciklin Xxxxxx
Martens XxXxxx & X'Xxxxxxx
000 Xxxxx Xxxxxxx Xxxxx, 00xx Xxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxxx
Fax: 561/000-0000
(e) Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated unless such change, waiver discharge or
termination is in writing and signed by each of the parties hereto.
(f) Paragraph headings are inserted solely for ease of reference and
shall not be construed to enlarge, modify or limit the provisions hereof.
(g) In the event of any litigation arising out of this Agreement,
the prevailing party shall be entitled to reimbursement of the cost and expenses
thereof from the other party or parties, including reasonable attorneys' fees
and including such costs, expenses and fees incurred on appeals of such
litigation.
(h) Indemnitor and Indemnitee (by acceptance hereof), having been
represented by counsel, each knowingly and voluntarily waive any right to a
trial by jury in any action or proceeding to enforce or defend any rights under
this Agreement or under any amendment, instrument, document or agreement
delivered or which may in the future be delivered in connection herewith and
agrees that any such action or proceeding will be tried before a court and not
before a jury.
(i) Indemnitor and Indemnitee hereby agree that all proceeds or
actions in any way arising out of or related to this Agreement will be litigated
in courts having sites in Chicago, Illinois. Indemnitor and Indemnitee hereby
consent and submit to the jurisdiction of any court located within Chicago,
Illinois, waive personal service of process and agree that all such service or
process may be made by registered mail directed to either Indemnitor or
Indemnitee at the address stated herein and service so made will be deemed to
completed upon actual receipt.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Agreement has been executed by Indemnitor
and is effective as of the day and year first above written.
INDEMNITOR:
PRIME GROUP REALTY, L.P., a Delaware
limited partnership
By: Prime Group Realty Trust, a
Maryland real estate trust, its
managing general partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Its: Co-President
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