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Environmental Remediation And Indemnification Agreement - PRIME GROUP REALTY TRUST - 3-31-1998

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Environmental Remediation And Indemnification Agreement - PRIME GROUP REALTY TRUST - 3-31-1998 Powered By Docstoc
					Exhibit 10.29 EXECUTION COPY ENVIRONMENTAL REMEDIATION AND INDEMNIFICATION AGREEMENT by and between PRIME GROUP REALTY, L.P., a Delaware limited partnership and THE PRIME GROUP, INC., an Illinois corporation Dated as of: November 17, 1997

ENVIRONMENTAL REMEDIATION AND INDEMNIFICATION AGREEMENT THIS ENVIRONMENTAL REMEDIATION AND INDEMNIFICATION AGREEMENT (this "Agreement") made and entered into as of the 17th day of November, 1997, by and between The Prime Group, Inc., an Illinois corporation ("Indemnitor"), and Prime Group Realty, L.P., a Delaware limited partnership, in its individual capacity and as general partner of the limited partnerships which own the Properties (as hereinafter defined) (Prime Group Realty, L.P. and each such partnership, collectively, "Indemnitee"); WITNESSETH: WHEREAS, Indemnitor and Indemnitee, together with certain other parties, have heretofore entered into an agreement (the "Formation Agreement") which provides, in part, for the contribution of interests in partnerships which own certain properties, commonly known as (i) the Chicago Enterprise Center, located in Chicago, Illinois ("CEC"), (ii) the East Chicago Enterprise Center, located in East Chicago, Indiana ("ECEC") and (iii) the Hammond Enterprise Center, located in Hammond, Indiana ("HEC," and together with the CEC and the ECEC, collectively known as the "Properties"); WHEREAS, as a condition to its entering into the Formation Agreement, Indemnitee has required that Indemnitor remediate, or cause the remediation of, certain Known Contamination (as defined below) which has been discovered on the Properties, and to indemnify, save, and hold Indemnitee harmless from and against certain obligations and liabilities which may be incurred by Indemnitee (whether as owner, occupier, or operator of the Properties) by reason of such Known Contamination. WHEREAS, this Agreement is entered into to provide the Indemnitee with the indemnity, protections, and assurances it requires and as an inducement to Indemnitee to enter into the Formation Agreement; NOW, THEREFORE, in consideration of the Properties and of the mutual promises and agreements herein contained, the agreements and covenants contained in the Formation Agreement, TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. Recitals. The recitals set forth above are true and correct and are by this reference incorporated herein. 2. Definitions. As used in this Agreement, the terms "Covenant Not to Sue," "Known Contamination," "Hazardous Materials," "IEPA," "IDEM," "NFR Letter," "Known Contamination," "NFR Letter," "Release," "Environmental Laws" and "Environmental Reports" are defined as follows:

ENVIRONMENTAL REMEDIATION AND INDEMNIFICATION AGREEMENT THIS ENVIRONMENTAL REMEDIATION AND INDEMNIFICATION AGREEMENT (this "Agreement") made and entered into as of the 17th day of November, 1997, by and between The Prime Group, Inc., an Illinois corporation ("Indemnitor"), and Prime Group Realty, L.P., a Delaware limited partnership, in its individual capacity and as general partner of the limited partnerships which own the Properties (as hereinafter defined) (Prime Group Realty, L.P. and each such partnership, collectively, "Indemnitee"); WITNESSETH: WHEREAS, Indemnitor and Indemnitee, together with certain other parties, have heretofore entered into an agreement (the "Formation Agreement") which provides, in part, for the contribution of interests in partnerships which own certain properties, commonly known as (i) the Chicago Enterprise Center, located in Chicago, Illinois ("CEC"), (ii) the East Chicago Enterprise Center, located in East Chicago, Indiana ("ECEC") and (iii) the Hammond Enterprise Center, located in Hammond, Indiana ("HEC," and together with the CEC and the ECEC, collectively known as the "Properties"); WHEREAS, as a condition to its entering into the Formation Agreement, Indemnitee has required that Indemnitor remediate, or cause the remediation of, certain Known Contamination (as defined below) which has been discovered on the Properties, and to indemnify, save, and hold Indemnitee harmless from and against certain obligations and liabilities which may be incurred by Indemnitee (whether as owner, occupier, or operator of the Properties) by reason of such Known Contamination. WHEREAS, this Agreement is entered into to provide the Indemnitee with the indemnity, protections, and assurances it requires and as an inducement to Indemnitee to enter into the Formation Agreement; NOW, THEREFORE, in consideration of the Properties and of the mutual promises and agreements herein contained, the agreements and covenants contained in the Formation Agreement, TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. Recitals. The recitals set forth above are true and correct and are by this reference incorporated herein. 2. Definitions. As used in this Agreement, the terms "Covenant Not to Sue," "Known Contamination," "Hazardous Materials," "IEPA," "IDEM," "NFR Letter," "Known Contamination," "NFR Letter," "Release," "Environmental Laws" and "Environmental Reports" are defined as follows:

(a) "Covenant Not to Sue" means both a Certificate of Completion from the IDEM pursuant to Indiana Code 1325-5-20(b) and a Covenant Not to Sue from the Governor of the State of Indiana pursuant to Indiana Code 1325-5-18. (b) "Known Contamination" means the environmental conditions existing on the Properties, as specifically identified in the Environmental Reports and with respect to which Indemnitor is required to remediate (i) at CEC in order to receive a NFR Letter for the environmental contamination listed in the Environmental Reports as being present at CEC, and (ii) at ECEC and HEC in order to receive a Covenant Not to Sue for each of ECEC and HEC for the environmental contamination listed in the Environmental Reports as being present at HEC and ECEC. (c) "Hazardous Materials" means any hazardous or toxic substances, materials or wastes, including, but not limited to, those substances, materials and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 C.F.R. Section 172.101) and amendments thereto or designated by the United States Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302) and such substances, materials and wastes which are or become regulated under Environmental Law including, without limitation, any material, waste or substance which is: (i) petroleum; (ii) asbestos; (iii) polychlorinated biphenyls; (iv) defined or regulated as a "hazardous waste" under Environmental Law; (v) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C.

(a) "Covenant Not to Sue" means both a Certificate of Completion from the IDEM pursuant to Indiana Code 1325-5-20(b) and a Covenant Not to Sue from the Governor of the State of Indiana pursuant to Indiana Code 1325-5-18. (b) "Known Contamination" means the environmental conditions existing on the Properties, as specifically identified in the Environmental Reports and with respect to which Indemnitor is required to remediate (i) at CEC in order to receive a NFR Letter for the environmental contamination listed in the Environmental Reports as being present at CEC, and (ii) at ECEC and HEC in order to receive a Covenant Not to Sue for each of ECEC and HEC for the environmental contamination listed in the Environmental Reports as being present at HEC and ECEC. (c) "Hazardous Materials" means any hazardous or toxic substances, materials or wastes, including, but not limited to, those substances, materials and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 C.F.R. Section 172.101) and amendments thereto or designated by the United States Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302) and such substances, materials and wastes which are or become regulated under Environmental Law including, without limitation, any material, waste or substance which is: (i) petroleum; (ii) asbestos; (iii) polychlorinated biphenyls; (iv) defined or regulated as a "hazardous waste" under Environmental Law; (v) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to section 307 of the Clean Water Act (33 U.S.C. Section 1317); or (vi) defined as a "hazardous substance" pursuant to section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601). (d) "IEPA" means the Illinois Environmental Protection Agency. (e) "IDEM" means the Indiana Department of Environmental Management. (f) "NFR Letter" means a No Further Remediation Letter from the IEPA pursuant to the Illinois Environmental Protection Act (415 ILCS 5/58). (g) "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment, including, without limitation, the abandonment or discarding of barrels, containers, and other closed receptacles containing any Hazardous Materials. (h) "Environmental Laws" means all federal, state, local and foreign laws, statutes, ordinances, codes, rules, standards, and regulations, in effect as of the date hereof, and any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative order, consent decree or judgment, imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation). -2-

(i) "Environmental Reports" means the environmental reports listed on Exhibit A attached hereto. 3. Remediation and Indemnification. Indemnitor agrees to remediate the Known Contamination and agrees to exonerate, indemnify, pay and protect, defend (with counsel reasonably approved by Indemnitee), and save and hold Indemnitee and the directors, officers, shareholders, employees, and agents of Indemnitee harmless from and against any claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims), interest, or losses, including reasonable attorneys' and paralegals' fees and expenses (including, without limitation, any such fees and expenses incurred in enforcing this Indemnification Agreement or collecting any sums due hereunder), investigation and remediation costs, consultants' fees and experts' fees, together with all other costs and expenses of any kind or nature (collectively, the "Costs") that arise directly or indirectly from or in connection with the Known Contamination. The indemnification provided in this Paragraph 3 shall specifically apply to and include

(i) "Environmental Reports" means the environmental reports listed on Exhibit A attached hereto. 3. Remediation and Indemnification. Indemnitor agrees to remediate the Known Contamination and agrees to exonerate, indemnify, pay and protect, defend (with counsel reasonably approved by Indemnitee), and save and hold Indemnitee and the directors, officers, shareholders, employees, and agents of Indemnitee harmless from and against any claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims), interest, or losses, including reasonable attorneys' and paralegals' fees and expenses (including, without limitation, any such fees and expenses incurred in enforcing this Indemnification Agreement or collecting any sums due hereunder), investigation and remediation costs, consultants' fees and experts' fees, together with all other costs and expenses of any kind or nature (collectively, the "Costs") that arise directly or indirectly from or in connection with the Known Contamination. The indemnification provided in this Paragraph 3 shall specifically apply to and include claims or actions brought by or on behalf of employees of Indemnitor. In the event Indemnitee shall suffer or incur any such Costs, Indemnitor shall immediately pay to Indemnitee the total of all such Costs suffered or incurred by Indemnitee upon demand by Indemnitee. Without limiting the generality of the foregoing, the indemnification provided in this Paragraph 3 shall specifically cover Costs, including capital, operating, supervision and maintenance costs, incurred in connection with any investigation or monitoring of site conditions, any clean-up, containment, remediation, removal, or restoration work required or performed by any federal, state or local governmental agency or political subdivision or performed by any nongovernmental entity or person because of Known Contamination. 4. Remedial Work. Indemnitor shall perform any investigation or monitoring of site conditions and any clean-up, containment, restoration, removal, treatment, stabilization, or other remedial work relating to the Known Contamination (collectively, the "Remedial Work") required at CEC to obtain the NFR Letter and at the HEC and ECEC to obtain a Covenant Not to Sue. Indemnitor shall perform or cause to be performed the required Remedial Work in compliance with all Environmental Laws. All required Remedial Work shall be performed by one or more contractors, selected by Indemnitor and approved (such approval not to be unreasonably withheld or delayed) in advance in writing by Indemnitee, and under the supervision of a consulting engineer, selected by Indemnitee and approved (such approval not to be unreasonably withheld or delayed) in advance in writing by Indemnitor. All costs and expenses of such required Remedial Work shall be paid by Indemnitor including, without limitation, the charges of such contractor(s) and/or the consulting engineer, and Indemnitee's reasonable consultant, attorney and paralegal fees and costs incurred in connection with monitoring or review of such Remedial Work. In the event Indemnitor shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Indemnitee may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith shall be Costs within the meaning of Paragraph 3 above. All such Costs shall be immediately due and payable upon demand by Indemnitee. -3-

5. Limitations of Remedial Work. Notwithstanding anything in this Agreement to the contrary, Indemnitor and Indemnitee agree that Indemnitor shall not be required to remediate Known Contamination under buildings or paved parking areas on the Properties except to the extent required by IEPA or IDEM, as applicable to obtain the NFR Letter or the Covenant Not to Sue, respectively. In addition, Indemnitor and Indemnitee agree that certain of the Known Contamination may, with the approval of IEPA or IDEM, as applicable, be remediated by utilizing appropriate engineered barriers over or around such Known Contamination instead of actually removing it. Indemnitee agrees that the NFR Letter for CEC and the Covenant Not to Sue for ECEC and HEC may contain certain limitations and requirements relating to Known Contamination underneath, or contained by, such buildings, parking areas and engineered barriers (collectively, "Caps") including, but not necessarily limited to, a requirement that restrictions on removing such Caps be recorded against the relevant portions of the applicable Property. The NFR Letter and Covenant Not to Sue may also include a requirement that a restrictive covenant be recorded against the applicable Property limiting the use of such Property to industrial and other approved uses. Indemnitee agrees that in the event that IEPA or IDEM requires that any such restrictive covenants or other limitations (the "Restrictive Covenants") be recorded against any or all of the Properties, Indemnitee shall cause the fee simple title holders of the relevant portions of the applicable Property or Properties to record such Restrictive Covenants against all or any such portions of the applicable Property or Properties as required by

5. Limitations of Remedial Work. Notwithstanding anything in this Agreement to the contrary, Indemnitor and Indemnitee agree that Indemnitor shall not be required to remediate Known Contamination under buildings or paved parking areas on the Properties except to the extent required by IEPA or IDEM, as applicable to obtain the NFR Letter or the Covenant Not to Sue, respectively. In addition, Indemnitor and Indemnitee agree that certain of the Known Contamination may, with the approval of IEPA or IDEM, as applicable, be remediated by utilizing appropriate engineered barriers over or around such Known Contamination instead of actually removing it. Indemnitee agrees that the NFR Letter for CEC and the Covenant Not to Sue for ECEC and HEC may contain certain limitations and requirements relating to Known Contamination underneath, or contained by, such buildings, parking areas and engineered barriers (collectively, "Caps") including, but not necessarily limited to, a requirement that restrictions on removing such Caps be recorded against the relevant portions of the applicable Property. The NFR Letter and Covenant Not to Sue may also include a requirement that a restrictive covenant be recorded against the applicable Property limiting the use of such Property to industrial and other approved uses. Indemnitee agrees that in the event that IEPA or IDEM requires that any such restrictive covenants or other limitations (the "Restrictive Covenants") be recorded against any or all of the Properties, Indemnitee shall cause the fee simple title holders of the relevant portions of the applicable Property or Properties to record such Restrictive Covenants against all or any such portions of the applicable Property or Properties as required by IEPA or IDEM. Indemnitor agrees to provide Indemnitee in advance with the form of each NFR Letter, Covenant Not to Sue and Restrictive Covenant requested by IEPA or IDEM (the "EPA Documents") for Indemnitee's approval, and Indemnitee shall have the right to negotiate the form and substance of such EPA Documents with Indemnitor and IEPA or IDEM, as applicable; provided, however, that Indemnitee's approval of such EPA Documents shall not be unreasonably withheld or delayed. 6 Notice of Claims. All notices, approvals, consents, requests, and demands upon the respective parties hereto shall be in writing; sent by personal delivery (including, without limitation, nationally recognized courier services such as Federal Express), or by certified or registered mail, postage prepaid and return receipt requested; and addressed as follows:
To Indemnitor: The Prime Group, Inc. 77 West Wacker Drive Suite 3900 Chicago, Illinois 60601 Attn: President The Prime Group, Inc. 77 West Wacker Drive Suite 3900 Chicago, Illinois 60601 Attn: General Counsel Prime Group Realty Trust

With a copy to:

To Indemnitee:

-477 West Wacker Drive Suite 3900 Chicago, Illinois 60601 Attn: President With a copy to: Winston & Strawn 35 West Wacker Drive Chicago, Illinois 60601 Attn: Wayne D. Boberg, Esq.

or to such other address as may be furnished in writing for such purpose with a copy to one additional person each as Indemnitor or Indemnitee shall specify in writing. 7. Participation in Defense of Claims/Duty to Cooperate Notice of Indemnitor. In the event that any claim, action, administrative proceeding (including informal proceedings), or other demand is made by any governmental agency or other third party against Indemnitee involving Costs, Indemnitor shall cooperate with Indemnitee in any defense or other response to any such claim or other demand. Indemnitor shall have the right to participate in the defense

77 West Wacker Drive Suite 3900 Chicago, Illinois 60601 Attn: President With a copy to: Winston & Strawn 35 West Wacker Drive Chicago, Illinois 60601 Attn: Wayne D. Boberg, Esq.

or to such other address as may be furnished in writing for such purpose with a copy to one additional person each as Indemnitor or Indemnitee shall specify in writing. 7. Participation in Defense of Claims/Duty to Cooperate Notice of Indemnitor. In the event that any claim, action, administrative proceeding (including informal proceedings), or other demand is made by any governmental agency or other third party against Indemnitee involving Costs, Indemnitor shall cooperate with Indemnitee in any defense or other response to any such claim or other demand. Indemnitor shall have the right to participate in the defense or other response to any such claim or demand provided that Indemnitee shall have the right, but not the obligation, to direct and control the defense or response to any such claim or demand. Indemnitor's right to participate in the defense or response to any such claim or demand shall not be deemed to limit or otherwise modify Indemnitor's obligations under this Agreement. Indemnitee shall give notice to Indemnitor of any claim or demand governed by this Paragraph 6 within a reasonable period after such claim or other demand first becomes known to Indemnitee. 8. Subrogation of Indemnity Rights. If Indemnitor fails to perform its obligations under Paragraph 4 above and Indemnitee performs in its stead, Indemnitee shall be subrogated to any rights Indemnitor may have under any indemnifications from any present, future or former owners, tenants, or other occupants or users of the Properties (or any portion thereof) relating to the matters covered by this Indemnification Agreement. 9. Assignment by Indemnitee. No consent by Indemnitor shall be required for any assignment or reassignment of the rights of Indemnitee hereunder to one or more parties. 10. Litigation Matters. Indemnitee acknowledges that Indemnitor and certain affiliates of Indemnitor are currently engaged in litigation against certain past or present tenants of the Properties, as specified on Exhibit B attached hereto. Indemnitee acknowledges and agrees that any cash or other property received by Indemnitor or such affiliates pursuant to such litigation, for remediation costs previously incurred and for future remediation costs to the extent that the Indemnitor is responsible for such future remediation pursuant to the terms of this Agreement, shall be retained by Indemnitor or such affiliates, even if the value of such cash or property exceeds the amounts due to Indemnitee under this Agreement. Indemnitee also agrees that Indemnitor has the right to receive all cash or securities held in escrow pursuant to any agreement between Indemnitor -5-

or Indemnitee or any affiliate of Indemnitor or Indemnitee, on the one hand, and IEPA, IDEM or any other governmental authority, on the other hand, or between Indemnitor or Indemnitee or any affiliate of Indemnitor or Indemnitee, on the one hand, and any lender or provider of credit support, on the other hand, regarding environmental matters relating to the Properties. Indemnitee also agrees to cooperate fully with Indemnitor or any affiliate of Indemnitor, at Indemnitor's expense, in any litigation or other proceedings or actions regarding environmental matters related to the Properties. 11. Merger, Consolidation, or Sale of Assets. In the event of a dissolution of Indemnitor or other disposition involving Indemnitor or all or substantially all of the assets of Indemnitor to one or more persons or other entities, the surviving entity or transferee of such assets, as the case may be, shall deliver to Indemnitee an acknowledged instrument in recordable form assuming all covenants, agreements, responsibilities, liabilities and obligations of Indemnitor under this Agreement. 12. Independent Obligations: Survival. The obligations of Indemnitor under this Agreement shall survive the consummation of the Formation Agreement, and the obligations of Indemnitor under this Agreement are separate and distinct from the obligations of Indemnitor under the Formation Agreement. This Agreement may be enforced

or Indemnitee or any affiliate of Indemnitor or Indemnitee, on the one hand, and IEPA, IDEM or any other governmental authority, on the other hand, or between Indemnitor or Indemnitee or any affiliate of Indemnitor or Indemnitee, on the one hand, and any lender or provider of credit support, on the other hand, regarding environmental matters relating to the Properties. Indemnitee also agrees to cooperate fully with Indemnitor or any affiliate of Indemnitor, at Indemnitor's expense, in any litigation or other proceedings or actions regarding environmental matters related to the Properties. 11. Merger, Consolidation, or Sale of Assets. In the event of a dissolution of Indemnitor or other disposition involving Indemnitor or all or substantially all of the assets of Indemnitor to one or more persons or other entities, the surviving entity or transferee of such assets, as the case may be, shall deliver to Indemnitee an acknowledged instrument in recordable form assuming all covenants, agreements, responsibilities, liabilities and obligations of Indemnitor under this Agreement. 12. Independent Obligations: Survival. The obligations of Indemnitor under this Agreement shall survive the consummation of the Formation Agreement, and the obligations of Indemnitor under this Agreement are separate and distinct from the obligations of Indemnitor under the Formation Agreement. This Agreement may be enforced by Indemnitee without regard to any other rights and remedies Indemnitee may have against Indemnitor under the Formation Agreement and without regard to any limitations on Indemnitee's recourse as may be provided in the Formation Agreement. 13. Miscellaneous. If any term of this Agreement or any application thereof shall be invalid, illegal, or unenforceable, the remainder of this Agreement and any other application of such term shall not be affected thereby. No delay or omission in exercising any right hereunder shall operate as a waiver of such right or any other right. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by Indemnitor and Indemnitee, and their respective mortgagees, successors and assigns, including, without limitation, any assignee of Indemnitee who acquires all or any portion of the Indemnitee's interest in the Properties, any mortgagee of any portion of the Properties and any person who acquires any portion of the Properties through foreclosure or deed in lieu of the foreclosure. This Agreement shall be governed and construed in accordance with the laws of the State of Illinois. -6-

IN WITNESS WHEREOF, Indemnitor and Indemnitee have caused this Agreement to be executed as of the day and year first above written. INDEMNITOR: The Prime Group, Inc., an Illinois corporation
By: Its: /s/ Robert J. Rudnik -----------------------------Executive Vice President ------------------------------

INDEMNITEE: Prime Group Realty, L.P., a Delaware limited partnership By: Prime Group Realty Trust, a Maryland real estate investment trust, its Managing General Partner
By: Its: /s/ W. Michael Karnes -----------------------------Executive Vice President

IN WITNESS WHEREOF, Indemnitor and Indemnitee have caused this Agreement to be executed as of the day and year first above written. INDEMNITOR: The Prime Group, Inc., an Illinois corporation
By: Its: /s/ Robert J. Rudnik -----------------------------Executive Vice President ------------------------------

INDEMNITEE: Prime Group Realty, L.P., a Delaware limited partnership By: Prime Group Realty Trust, a Maryland real estate investment trust, its Managing General Partner
By: Its: /s/ W. Michael Karnes -----------------------------Executive Vice President ------------------------------

-7-

EXHIBIT A Environmental Reports 1. Removal Site Evaluation and Preliminary Assessment -- Event Two Report, April 1997, by Carlson Environmental, regarding the Chicago Enterprise Center 2. Remediation Work Plan, February 1997, by Heritage Environmental Services, regarding the East Chicago Enterprise Center 3. Remediation Work Plan, February 1997, by Heritage Environmental Services, regarding the Hammond Enterprise Center -8-

EXHIBIT B Litigation 1. Enterprise Center VII, L.P., Enterprise Center VIII, L.P., Enterprise Center IX, L.P., Enterprise Center X, L.P. and Kemper/Prime Industrial Partners vs. USX Corporation and Illinois Tool Works, Inc. and Signode Corporation, Case Number 96C 5283, filed on August 22, 1996 in the United States District Court for the Northern District of Illinois, Eastern Division. 2. Kemper/Prime Industrial Partners vs. Montgomery Watson Americas, Inc. (as successor by merger to

EXHIBIT A Environmental Reports 1. Removal Site Evaluation and Preliminary Assessment -- Event Two Report, April 1997, by Carlson Environmental, regarding the Chicago Enterprise Center 2. Remediation Work Plan, February 1997, by Heritage Environmental Services, regarding the East Chicago Enterprise Center 3. Remediation Work Plan, February 1997, by Heritage Environmental Services, regarding the Hammond Enterprise Center -8-

EXHIBIT B Litigation 1. Enterprise Center VII, L.P., Enterprise Center VIII, L.P., Enterprise Center IX, L.P., Enterprise Center X, L.P. and Kemper/Prime Industrial Partners vs. USX Corporation and Illinois Tool Works, Inc. and Signode Corporation, Case Number 96C 5283, filed on August 22, 1996 in the United States District Court for the Northern District of Illinois, Eastern Division. 2. Kemper/Prime Industrial Partners vs. Montgomery Watson Americas, Inc. (as successor by merger to Warzyn Inc. f/k/a Warzyn Engineering, Inc.), Case Number 97C 4278, filed on June 13, 1997 in the United States District Court for the Northern District of Illinois, Eastern Division. -9-

Document Number: 251361.8 3-28-98/10:54AM -10EXHIBIT 12.1

PRIME GROUP REALTY TRUST STATEMENT REGARDING COMPUTATION OF RATIO (IN $000'S) PERIOD FROM PERIOD FROM YEAR ENDED --------------------1996 1995 ---------------------

11/17/97 TO 1/1/97 TO 12/31/97 11/16/97 -------------------------------EARNINGS Income (loss) before preferred share dividend and minority interest per the combined financial statements Interest expense Amortization of debt issuance costs Preferred share dividend Earnings

$ 1,427

$ (29,050)

$(31,417)

$ (29,576)

1,680 34,417 121 630 345 ------------------------------$ 3,573 $ 5,997 -------------------------------------------------------------

37,217 36,234 594 1,148 ----------------------$ 6,394 $ 7,806 ---------------------------------------------

FIXED CHARGES

EXHIBIT B Litigation 1. Enterprise Center VII, L.P., Enterprise Center VIII, L.P., Enterprise Center IX, L.P., Enterprise Center X, L.P. and Kemper/Prime Industrial Partners vs. USX Corporation and Illinois Tool Works, Inc. and Signode Corporation, Case Number 96C 5283, filed on August 22, 1996 in the United States District Court for the Northern District of Illinois, Eastern Division. 2. Kemper/Prime Industrial Partners vs. Montgomery Watson Americas, Inc. (as successor by merger to Warzyn Inc. f/k/a Warzyn Engineering, Inc.), Case Number 97C 4278, filed on June 13, 1997 in the United States District Court for the Northern District of Illinois, Eastern Division. -9-

Document Number: 251361.8 3-28-98/10:54AM -10EXHIBIT 12.1

PRIME GROUP REALTY TRUST STATEMENT REGARDING COMPUTATION OF RATIO (IN $000'S) PERIOD FROM PERIOD FROM YEAR ENDED --------------------1996 1995 ---------------------

11/17/97 TO 1/1/97 TO 12/31/97 11/16/97 -------------------------------EARNINGS Income (loss) before preferred share dividend and minority interest per the combined financial statements Interest expense Amortization of debt issuance costs Preferred share dividend Earnings

$ 1,427

$ (29,050)

$(31,417)

$ (29,576)

1,680 34,417 121 630 345 ------------------------------$ 3,573 $ 5,997 -------------------------------------------------------------

37,217 36,234 594 1,148 ----------------------$ 6,394 $ 7,806 ---------------------------------------------

FIXED CHARGES Interest expense Capital Interest expense Amortization of debt issuance costs Preferred share dividend Total fixed charges 1,680 34,417 121 630 345 ------------------------------$ 2,146 $ 35,047 ------------------------------------------------------------37,217 36,234 594 1,148 ----------------------$ 37,811 $ 37,382 ---------------------------------------------

RATIO OF EARNINGS TO COMBINED FIXED CHARGES (1)

1.66 ------------------------------------------------------------$ $ (29,050) ------------------------------------------------------------1.66 -------------------------------------------------------------

--------------------------------------------$(31,417) $ (29,576) -----------------------------------------------------------------------------------------

EXCESS(DEFICIT) OF EARNINGS TO COMBINED FIXED CHARGES

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDEND (2)

Document Number: 251361.8 3-28-98/10:54AM -10EXHIBIT 12.1

PRIME GROUP REALTY TRUST STATEMENT REGARDING COMPUTATION OF RATIO (IN $000'S) PERIOD FROM PERIOD FROM YEAR ENDED --------------------1996 1995 ---------------------

11/17/97 TO 1/1/97 TO 12/31/97 11/16/97 -------------------------------EARNINGS Income (loss) before preferred share dividend and minority interest per the combined financial statements Interest expense Amortization of debt issuance costs Preferred share dividend Earnings

$ 1,427

$ (29,050)

$(31,417)

$ (29,576)

1,680 34,417 121 630 345 ------------------------------$ 3,573 $ 5,997 -------------------------------------------------------------

37,217 36,234 594 1,148 ----------------------$ 6,394 $ 7,806 ---------------------------------------------

FIXED CHARGES Interest expense Capital Interest expense Amortization of debt issuance costs Preferred share dividend Total fixed charges 1,680 34,417 121 630 345 ------------------------------$ 2,146 $ 35,047 ------------------------------------------------------------37,217 36,234 594 1,148 ----------------------$ 37,811 $ 37,382 ---------------------------------------------

RATIO OF EARNINGS TO COMBINED FIXED CHARGES (1)

1.66 ------------------------------------------------------------$ $ (29,050) ------------------------------------------------------------1.66 ------------------------------------------------------------$ $ (29,050) ------------------------------------------------------------$ 3,964 $ (14,461) 1,680 34,417 121 630 345 ------------------------------$ 6,110 $ 20,586 -------------------------------------------------------------

--------------------------------------------$(31,417) $ (29,576) ----------------------------------------------------------------------------------------$(31,417) $ (29,576) --------------------------------------------$(17,367) $ (12,733) 37,217 36,234 594 1,148 ----------------------$ 20,444 $ 24,649 ---------------------------------------------

EXCESS(DEFICIT) OF EARNINGS TO COMBINED FIXED CHARGES

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDEND (2)

EXCESS(DEFICIT) OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDEND

Funds From Operations Interest expense Amortization of debt issuance costs Preferred share dividend Adjusted Funds From Operations

FIXED CHARGES Interest expense Capital Interest expense Amortization of debt issuance costs Preferred share dividend Total fixed charges

1,680 34,417 121 630 345 ------------------------------$ 2,146 $ 35,047 -------------------------------

37,217 36,234 594 1,148 ----------------------$ 37,811 $ 37,382 -----------------------

EXHIBIT 12.1

PRIME GROUP REALTY TRUST STATEMENT REGARDING COMPUTATION OF RATIO (IN $000'S) PERIOD FROM PERIOD FROM YEAR ENDED --------------------1996 1995 ---------------------

11/17/97 TO 1/1/97 TO 12/31/97 11/16/97 -------------------------------EARNINGS Income (loss) before preferred share dividend and minority interest per the combined financial statements Interest expense Amortization of debt issuance costs Preferred share dividend Earnings

$ 1,427

$ (29,050)

$(31,417)

$ (29,576)

1,680 34,417 121 630 345 ------------------------------$ 3,573 $ 5,997 -------------------------------------------------------------

37,217 36,234 594 1,148 ----------------------$ 6,394 $ 7,806 ---------------------------------------------

FIXED CHARGES Interest expense Capital Interest expense Amortization of debt issuance costs Preferred share dividend Total fixed charges 1,680 34,417 121 630 345 ------------------------------$ 2,146 $ 35,047 ------------------------------------------------------------37,217 36,234 594 1,148 ----------------------$ 37,811 $ 37,382 ---------------------------------------------

RATIO OF EARNINGS TO COMBINED FIXED CHARGES (1)

1.66 ------------------------------------------------------------$ $ (29,050) ------------------------------------------------------------1.66 ------------------------------------------------------------$ $ (29,050) ------------------------------------------------------------$ 3,964 $ (14,461) 1,680 34,417 121 630 345 ------------------------------$ 6,110 $ 20,586 -------------------------------------------------------------

--------------------------------------------$(31,417) $ (29,576) ----------------------------------------------------------------------------------------$(31,417) $ (29,576) --------------------------------------------$(17,367) $ (12,733) 37,217 36,234 594 1,148 ----------------------$ 20,444 $ 24,649 ---------------------------------------------

EXCESS(DEFICIT) OF EARNINGS TO COMBINED FIXED CHARGES

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDEND (2)

EXCESS(DEFICIT) OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDEND

Funds From Operations Interest expense Amortization of debt issuance costs Preferred share dividend Adjusted Funds From Operations

FIXED CHARGES Interest expense Capital Interest expense Amortization of debt issuance costs Preferred share dividend Total fixed charges

1,680 34,417 121 630 345 ------------------------------$ 2,146 $ 35,047 -------------------------------------------------------------

37,217 36,234 594 1,148 ----------------------$ 37,811 $ 37,382 ---------------------------------------------

RATIO OF FUNDS FROM OPERATIONS TO COMBINED FIXED CHARGES (3)

2.85 -------------------------------------------------------------

---------------------------------------------

EXCESS(DEFICIT) OF FUNDS FROM OPERATIONS TO

COMBINED FIXED CHARGES

$ $ (14,461) -------------------------------------------------------------

$(17,367) $ (12,733) ---------------------------------------------

RATIO OF FUNDS FROM OPERATIONS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDEND (4)

2.85 -------------------------------------------------------------

---------------------------------------------

EXCESS(DEFICIT) OF FUNDS FROM OPERATIONS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDENDS

$ $ (14,461) -------------------------------------------------------------

$(17,367) $ (12,733) ---------------------------------------------

(1) The Company's earnings were insufficient to cover fixed charges for the period from January 1, 1997 through November 16, 1997 and for the years ended December 31, 1996, 1995, 1994 and 1993 by the amounts indicated. (2) The Company's earnings were insufficient to cover fixed charges including preferred stock dividend requirements for the period from January 1, 1997 through November 16, 1997 and for the years ended December 31, 1996, 1995, 1994 and 1993 by the amounts indicated. (3) The Company's adjusted funds from operations were insufficient to cover fixed charges for the period from January 1, 1997 through November 16, 1997 and for the years ended December 31, 1996, 1995, 1994 and 1993 by the amounts indicated. (4) The Company's adjusted funds from operations were insufficient to cover fixed charges including preferred stock dividend requirements for the period from January 1, 1997 through November 16, 1997 and for the years ended December 31, 1996, 1995, 1994 and 1993 by the amounts indicated.

EXHIBIT 19.1 Temporary Certificate -- Exchangeable for Definitive Engraved Certificate When Ready for Delivery Number Shares PG See Restrictive Legend On Reverse of Certificate See Reverse for Certain Definitions Ths Certificate is Transferable
In New York, New York and Chicago, Illinois CUSIP 74158J 10 3

Prime Group Realty Trust

Organized Under The Laws Of The State of Maryland Common Shares This Certifies That is the owner of Fully Paid and Non-Assessable Common Shares of Beneficial Interest, $0.01 Par Value Per Share, of

EXHIBIT 19.1 Temporary Certificate -- Exchangeable for Definitive Engraved Certificate When Ready for Delivery Number Shares PG See Restrictive Legend On Reverse of Certificate See Reverse for Certain Definitions Ths Certificate is Transferable
In New York, New York and Chicago, Illinois CUSIP 74158J 10 3

Prime Group Realty Trust

Organized Under The Laws Of The State of Maryland Common Shares This Certifies That is the owner of Fully Paid and Non-Assessable Common Shares of Beneficial Interest, $0.01 Par Value Per Share, of Prime Group Realty Trust transferable only on the books of the Trust by the holder hereof in person or by duly authorized attorney upon the surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Declaration of Trust of the Trust and any amendments thereto. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness this facsimile seal of the Trust and facsimile signature of its duly authorized officers. Dated: Certificate of Stock
/s/ Michael W. Reschke CHAIRMAN OF THE BOARD /s/ Robert J. Rudnik EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

/s/ Richard S. Curto PRESIDENT AND CHIEF

COUNTERSIGNED AND REGISTERED LASALLE NATIONAL BANK TRANSFER AGENT AND REGISTRAR

BY [SEAL OF PRIME GROUP REALTY TRUST A MARYLAND TRUST]

PRIME GROUP REALTY TRUST

PRIME GROUP REALTY TRUST The Trust is authorized to issue more than one class of stock. The Declaration of Trust on file in the office of the State Department of Assessments and Taxation of the State of Maryland sets forth as full statement of (a) all of the designations, preferences, rights, voting powers, restrictions, limitation as to dividends, qualifications, and terms and conditions of redemptions, and other relative rights of the shares of each class of shares authorized to be issued and (b) the authority of the Board of Trustees to issue any preferred or special class in series, the differences in the relative rights and preferences between the shares of each series of the extent they have been set and the authority of the Board of Trustees to set the relative rights and preferences of subsequent series of preferred shares. The Common Shares represented by this certificate are subject to restrictions on transfer for the purpose of the Trust's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code"). Subject to certain further restrictions and except as provided in the Trust's Declaration of Trust, no Person may (i) Beneficially or Constructively Own Common Shares in excess of 9.9% (or such other percentage as may be determined by the Board of Trustees) of the number of outstanding Common Shares, (ii) Beneficially Own Common Shares that would result in the Common Shares being Beneficially Owned by fewer than 100 Persons (determined without reference to any rules of attribution), (iii) Beneficially Own Common Shares that would result in the Trust being "closely held" under Section 856(h) of the Core of (iv) Constructively Own Common Shares that would cause the Trust to Constructively Own 10% or more of the ownership interests in a tenant of the Trust's real property, within the meaning of Section 856(d)(2)(B) of the Code. Any Person who attempts to Beneficially or Constructively Own Common Shares in excess of the above limitations must immediately notify the Trust in waiting of such proposed or attempted Transfer. If any restrictions above are violated, the Common Shares represented hereby will be converted automatically into Excess Shares which will be transferred automatically, by operation of law, to a Share Trust to be held for the exclusive benefit of a Beneficiary to be named by the Trust. In addition, upon the occurrence of certain events, attempted Transfer in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings defined in the Trust's Declaration of Trust, as the same may be further amended from time to time, a copy of which, including the restrictions of Transfer, will be sent without charge to each shareholder who so requests. Such requests must be made to he Secretary of the Trust at its principal office. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with rights of survivors and not as tenants in common UNIT GIFT MIN ACT -..........Custodian.......... (Cust) (Minor) Under Uniform Gifts to Minors Act.......................... UNIT TRF MIN ACT -.....Custodian....(until age ..) (Cust) ...........Under Uniform Transfers (Minor) to Minors Act................... (State)

Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED,__________________ Hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address, including zip code, assignee)

represented by the within Certificate, and do hereby irrevocably constitute and appoint to transfer the said Common Shares on the books of the within named Trust with full power of substitution in the premises. Date_____________________________ X _______________________________________ X________________________________________
Notice: The Signature(s) to this assignment Must correspond with the name(s) as Written upon the face of the Certificate in every particular, Without alternation or enlargement or any change whatever.

Signature(s) Guaranteed By________________________________________ The Signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan association and credit unions with membership in an approved signature guarantee Medallion Program, pursuant to S.E.C. Rule 17Ad-15.
_____________________________________________ American Bank Note Company Nov 4, 1997 fm 3504 Atlantic Avenue Suite 12 Long Beach, CA 90807 053384bk (562) 989-2333 (fax) (562) 426-7450 Proof ___ REV 2 ______________________________________________

EXHIBIT 19.2 FORM OF CONVERTIBLE PREFERRED CERTIFICATE PRIME GROUP REALTY TRUST ORGANIZED UNDER THE LAWS OF THE STATE OF MARYLAND THIS CERTIFIES THAT _________________________________________ IS THE OWNER OF ____________________________________________ fully paid and non-assessable Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share, of Prime Group Realty Trust, transferable only on the books of the Trust by the holder hereof in person or by duly authorized attorney upon the surrender of this Certificate property endorsed. This Certificate and the Series A Cumulative Convertible Preferred Shares of Beneficial Interest evidenced hereby are issued and shall be held subject to all of the provisions of the Declaration of Trust and amendments thereto. The holder

EXHIBIT 19.2 FORM OF CONVERTIBLE PREFERRED CERTIFICATE PRIME GROUP REALTY TRUST ORGANIZED UNDER THE LAWS OF THE STATE OF MARYLAND THIS CERTIFIES THAT _________________________________________ IS THE OWNER OF ____________________________________________ fully paid and non-assessable Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share, of Prime Group Realty Trust, transferable only on the books of the Trust by the holder hereof in person or by duly authorized attorney upon the surrender of this Certificate property endorsed. This Certificate and the Series A Cumulative Convertible Preferred Shares of Beneficial Interest evidenced hereby are issued and shall be held subject to all of the provisions of the Declaration of Trust and amendments thereto. The holder hereof has no interest, legal or equitable, in any specific property of the Trust. WITNESS the signatures of its duly authorized officers. Dated: CHAIRMAN OF THE BOARD PRESIDENT EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

[REVERSE OF CERTIFICATE] PRIME GROUP REALTY TRUST THE TRUST IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND SETS FORTH A FULL STATEMENT OF (A) ALL OF THE DESIGNATIONS, PREFERENCES, RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTIONS, AND OTHER RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF PREFERRED SHARES.

Exhibit 22.1 Subsidiaries of Registrant Prime Group Realty, L.P., a Delaware limited partnership

[REVERSE OF CERTIFICATE] PRIME GROUP REALTY TRUST THE TRUST IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND SETS FORTH A FULL STATEMENT OF (A) ALL OF THE DESIGNATIONS, PREFERENCES, RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTIONS, AND OTHER RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF PREFERRED SHARES.

Exhibit 22.1 Subsidiaries of Registrant Prime Group Realty, L.P., a Delaware limited partnership Prime Group Realty Services, Inc., a Maryland corporation PGR Finance I, Inc., a Delaware corporation PGR Finance II, Inc., a Delaware corporation In addition, the Company has direct or indirect interests in 64 entities which hold title or interests in the Company's properties.

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS

YEAR DEC 31 1997 NOV 17 1997 DEC 31 1997 11,969 0 103,169 0 39,389 0 589,279 2,338 741,468 189,355 328,044 0 20 130 223,919 741,468 0 9,830 0 0

1

2

3

Exhibit 22.1 Subsidiaries of Registrant Prime Group Realty, L.P., a Delaware limited partnership Prime Group Realty Services, Inc., a Maryland corporation PGR Finance I, Inc., a Delaware corporation PGR Finance II, Inc., a Delaware corporation In addition, the Company has direct or indirect interests in 64 entities which hold title or interests in the Company's properties.

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED
1

YEAR DEC 31 1997 NOV 17 1997 DEC 31 1997 11,969 0 103,169 0 39,389 0 589,279 2,338 741,468 189,355 328,044 0 20 130 223,919 741,468 0 9,830 0 0 7,358 0 1,680 792 0 0 0 0 0 792 0.04 0.04

1

2

3

Amount includes net deferred costs ($28,472) and other assets ($10,917). Amount includes accrued interest payable ($1,245), accrued real estate taxes ($17,915), accounts payable and accrued expenses ($13,903), liabilities for leases assumed ($5,758), dividends declared ($2,505), other liabilities ($822) and minority interest of ($147,207). Amount includes property operations ($2,213), real estate taxes ($1,765), depreciation and amortization ($2,478), general and administrative expenses ($267) and minority interest allocation of ($635).

2

3

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED
1

YEAR DEC 31 1997 NOV 17 1997 DEC 31 1997 11,969 0 103,169 0 39,389 0 589,279 2,338 741,468 189,355 328,044 0 20 130 223,919 741,468 0 9,830 0 0 7,358 0 1,680 792 0 0 0 0 0 792 0.04 0.04

1

2

3

Amount includes net deferred costs ($28,472) and other assets ($10,917). Amount includes accrued interest payable ($1,245), accrued real estate taxes ($17,915), accounts payable and accrued expenses ($13,903), liabilities for leases assumed ($5,758), dividends declared ($2,505), other liabilities ($822) and minority interest of ($147,207). Amount includes property operations ($2,213), real estate taxes ($1,765), depreciation and amortization ($2,478), general and administrative expenses ($267) and minority interest allocation of ($635).

2

3