Exhibit 10.6
17 July 2019
The Seller Parties Listed in Exhibit A attached hereto
The Buyer Parties Listed in Exhibit A attached hereto
KBS US Prime Property Management Pte. Ltd.
1 Raffles Place
#40-01 One Raffles Place
Singapore 048616
DBS Trustee Limited
(as trustee of Prime US REIT)
12 Marina Boulevard
Marina Bay Financial Centre Tower 3
Singapore 018982
KBS REIT Properties III LLC
800 Newport Center Drive
Suite 700, Newport Beach
California 92660
Prime US REIT S1 Pte. Ltd.
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
Prime US-Sub REIT, Inc.
800 Newport Center Drive
Suite 700, Newport Beach
California 92660
Prime US-Upper Tier, LLC
800 Newport Center Drive
Suite 700, Newport Beach
California 92660
Prime US-Middle Tier, LLC
800 Newport Center Drive
Suite 700, Newport Beach
California 92660
Prime US Properties, LLC
800 Newport Center Drive
Suite 700, Newport Beach
California 92660
Prime US-Lower Tier, LLC
800 Newport Center Drive
Suite 700, Newport Beach
California 92660
Prime US-Acquisition I, LLC
800 Newport Center Drive
Suite 700, Newport Beach
California 92660
Dear Sirs
PRIME US REIT - SIDE LETTER TO SET-OFF AGREEMENT
| |
| 1. | We refer to the set-off agreement (the "Set-Off Agreement") dated 27 June 2019 entered into between the parties to this letter. Capitalised terms in this letter which are not otherwise defined herein shall bear the meanings ascribed to them in the Set-Off Agreement. |
| |
| 2. | We acknowledge and agree that: |
| |
| (a) | in relation to recital (K) of the Set-Off Agreement, KBS REIT Properties Ill LLC and its affiliates shall, at no time, own more than 33.3% (instead of 26.0%) of the units in Prime US REIT; |
| |
| (b) | in relation to clauses 2.1 and 2.2 of the Set-Off Agreement, the "Relevant Amount", which is the subject of set-off against the purchase consideration under the Sale and Purchase Agreement, shall be US$270,999,519, which is the aggregate amount due from KBS REIT Properties Ill LLC pursuant to the Subscription Agreement and for its subscription of 79,545,000 units in Prime US REIT via the placement tranche; and |
| |
| (c) | in relation to clause 2.2 of the Set-Off Agreement, upon receipt by the Vendor of the purchase price (as stated in the Sale and Purchase Agreement) less the Relevant Amount, the Manager (i) shall discharge KBS REIT Properties Ill LLC from, and have no further claim against, KBS REIT Properties Ill LLC in respect of the payment of the subscription amounts due from KBS REIT Properties Ill LLC for the subscription of the units in Prime US REIT under the Subscription Agreement; and (ii) acknowledges and agrees that the payment of the subscription amounts due from KBS REIT Properties Ill LLC for the subscription of the units in Prime US REIT under the placement tranche shall be fully satisfied. |
| |
| 3. | This letter is governed by, and shall be construed in accordance with, the laws of Singapore, and each party to this letter irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore. |
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| 4. | This letter may be executed in any number of counterparts, each of which, when executed and delivered (whether in original or fax copy), will be an original, but all the counterparts together will constitute one and the same document. |
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| 5. | This letter may only be amended or supplemented in writing signed by or on behalf of each of the parties hereto. |
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| 6. | The provisions of Clause 3.12 of the Set-Off Agreement shall apply, mutatis mutandis, as if expressly incorporated herein. |
EXHIBIT A
List of Seller Parties and Buyer Parties
|
| | |
| | SELLER PARTY ("VENDOR") | BUYER PARTY ("PURCHASER") |
| 1. | Village Center Station II Owner, LLC, a Delaware limited liability company | Prime US-Village Center Station II, LLC, a Delaware limited liability company |
| 2. | KBSIII Tower at Lake Carolyn, LLC, a Delaware limited liability company | Prime US-Tower At Lake Carolyn, LLC, a Delaware limited liability company |
| 3. | KBSIII One Washingtonian, LLC, a Delaware limited liability company | Prime US-One Washingtonian, LLC, a Delaware limited liability company |
| 4. | KBSIII 222 Main, LLC, a Delaware limited liability company | Prime US-222 Main, LLC, a Delaware limited liability company |
| 5. | KBSIII 171 17th Street, LLC, a Delaware limited liability company | Prime US-17117th Street, LLC, a Delaware limited liability company |
| 6. | KBSIII Reston Square, LLC, a Delaware limited liability company | Prime US-Reston Square, LLC, a Delaware limited liability company |
| 7. | KBSIII 101 South Hanley, LLC, a Delaware limited liability company | Prime US-101 South Hanley, LLC, a Delaware limited liability company |
| 8. | KBSIII Village Center Station, LLC, a Delaware limited liability company | Prime US-Village Center Station, LLC, a Delaware limited liability company |
| 9. | Promenade One KBSIII Promenade One, LLC, a Delaware limited liability company
Promenade Two KBSIII Promenade Two, LLC, a Delaware limited liability company | Prime US-Promenade, LLC, a Delaware limited liability company |
| 10. | KBSIII CrossPoint At Valley Forge Trust, a Delaware Statutory Trust | Prime US-CrossPoint At Valley Forge, LLC, a Delaware limited liability company |
| 11. | KBSIII Towers At Emeryville, LLC, a Delaware limited liability company | Prime US-Tower At Emeryville, LLC, a Delaware limited liability company |
"VENDOR":
We hereby confirm our agreement to the foregoing.
VILLAGE CENTER STATION II OWNER, LLC,
a Delaware limited liability company
| |
| By: | KBSIII VILLAGE CENTER STATION II MEMBER, LLC, |
a Delaware limited liability company,
its sole member and manager
| |
| By: | KBSIII REIT ACQUISITION XXXII, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
KBSIII TOWER AT LAKE CAROLYN, LLC,
a Delaware limited liability company
| |
| By: | KBSIII REIT ACQUISITION VI, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
KBSIII ONE WASHINGTONIAN, LLC,
a Delaware limited liability company
| |
| By: | KBSIII REIT ACQUISITION X, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
KBSIII 222 MAIN, LLC,
a Delaware limited liability company
| |
| By: | KBSIII REIT ACQUISITION XIII, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
KBSIII 171 17TH STREET, LLC,
a Delaware limited liability company
| |
| By: | KBSIII REIT ACQUISITION XV, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
KBSIII RESTON SQUARE, LLC,
a Delaware limited liability company
| |
| By: | KBSIII REIT ACQUISITION XVIII, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
KBSIII 101 SOUTH HANLEY, LLC,
a Delaware limited liability company
| |
| By: | KBSIII REIT ACQUISITION XX, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
KBSIII VILLAGE CENTER STATION, LLC,
a Delaware limited liability company
| |
| By: | KBSIII REIT ACQUISITION XXIII, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
KBSIII PROMENDADE ONE, LLC,
a Delaware limited liability company
| |
| By: | KBSIII PROMENADE ONE MEZZ, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBSIII PROMENADE AT EILAN, LLC, |
a Delaware limited liability company,
its manager
| |
| By: | KBSIII 3003 WASHINGTON MEMBER, LLC, |
a Delaware limited liability company,
its manager
| |
| By: | KBSIII REIT ACQUISITION XVII, LLC, |
a Delaware limited liability company,
its managing member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
KBSIII PROMENADE TWO, LLC,
a Delaware limited liability company
| |
| By: | KBSIII PROMENADE TWO MEZZ, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBSIII PROMENADE AT EILAN, LLC, |
a Delaware limited liability company,
its manager
| |
| By: | KBSIII 3003 WASHINGTON MEMBER, LLC, |
a Delaware limited liability company,
its manager
| |
| By: | KBSIII REIT ACQUISITION XVII, LLC, |
a Delaware limited liability company,
its managing member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, |
INC.,
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
KBSIII CROSSPOINT AT VALLEY FORGE TRUST,
a Delaware Statutory Trust
| |
| By: | KBSIII CROSSPOINT AT VALLEY FORGE, LLC, |
a Delaware limited liability company,
as Administrative Trustee
| |
| By: | KBSIII REIT ACQUISITION XXVI, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
KBSIII TOWERS AT EMERYVILLE, LLC,
a Delaware limited liability company
| |
| By: | KBSIII REIT ACQUISITION XXI, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS REIT PROPERTIES III, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
"PURCHASER":
We hereby confirm our agreement to the foregoing.
PRIME US-VILLAGE CENTER STATION II, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-LOWER TIER, LLC |
a Delaware limited liability company,
its sole member and manager
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
PRIME US-TOWER AT LAKE CAROLYN, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-LOWER TIER, LLC |
a Delaware limited liability company,
its sole member and manager
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
PRIME US-ONE WASHINGTONIAN, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-LOWER TIER, LLC |
a Delaware limited liability company,
its sole member and manager
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
PRIME US-222 MAIN, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-ACQUISITION I, LLC |
a Delaware limited liability company,
its sole member and manager
| |
| By: | PRIME US PROPERTIES, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
PRIME US-171 17TH STREET, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-LOWER TIER, LLC |
a Delaware limited liability company,
its sole member and manager
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
PRIME US-RESTON SQUARE, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-LOWER TIER, LLC |
a Delaware limited liability company,
its sole member and manager
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
PRIME US-101 SOUTH HANLEY, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-LOWER TIER, LLC |
a Delaware limited liability company,
its sole member and manager
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
PRIME US-VILLAGE CENTER STATION, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-LOWER TIER, LLC |
a Delaware limited liability company,
its sole member and manager
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
PRIME US-PROMENADE, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-LOWER TIER, LLC |
a Delaware limited liability company,
its sole member and manager
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
PRIME US-CROSSPOINT AT VALLEY FORGE, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-LOWER TIER, LLC |
a Delaware limited liability company,
its sole member and manager
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
PRIME US-TOWER AT EMERYVILLE, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-LOWER TIER, LLC |
a Delaware limited liability company,
its sole member and manager
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
|
| |
| The Manager | |
| | |
We hereby confirm our agreement to the foregoing.
| |
| | |
| SIGNED by Sandip Talukdar | |
| | /s/ Sandip Talukdar |
| for and on behalf of | |
| | |
| KBS US PRIME PROPERTY MANAGEMENT PTE. LTD. | |
| (as manager of Prime US REIT) | |
|
| | |
| The Trustee | | |
| | | |
We hereby confirm our agreement to the foregoing.
| | |
| | | |
| SIGNED by | | |
| | /s/ Kwek Yi Lin | /s/ Celine Koh |
| for and on behalf of | Kwek Yi Lin | Celine Koh |
| | Assistant Manager, Corporate Trust | Manager, Corporate Trust |
| DBS TRUSTEE LIMITED | DBS Trustee Limited | DBS Trustee Limited |
| (as trustee of Prime US REIT) | | |
The Investor
We hereby confirm our agreement to the foregoing.
KBS REIT PROPERTIES III, LLC,
a Delaware limited liability company
| |
| By: | KBS LIMITED PARTNERSHIP III, |
a Delaware limited partnership,
its sole member
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST III, INC., |
a Maryland corporation,
its general partner
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
Chief Executive Officer
|
| |
| SSUB1 | |
| | |
We hereby confirm our agreement to the foregoing.
| |
| | |
| SIGNED by Sandip Talukdar | |
| | /s/ Sandip Talukdar |
| for and on behalf of | |
| | |
| PRIME US REIT S1 PTE. LTD. | |
Parent US REIT
We hereby confirm our agreement to the foregoing.
PRIME US-SUB REIT, INC.,
a Delaware corporation
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
Upper-Tier U.S. LLC
We hereby confirm our agreement to the foregoing.
PRIME US-UPPER TIER, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
Middle-Tier U.S. LLC
We hereby confirm our agreement to the foregoing.
PRIME US-MIDDLE TIER, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
Prime US Properties, LLC
We hereby confirm our agreement to the foregoing.
PRIME US PROPERTIES, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
Lower-Tier U.S. LLC
We hereby confirm our agreement to the foregoing.
PRIME US-LOWER TIER, LLC,
a Delaware limited liability company
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
Prime US-Acquisition I, LLC
We hereby confirm our agreement to the foregoing.
PRIME US-ACQUISITION I, LLC,
a Delaware limited liability company
| |
| By: | PRIME US PROPERTIES, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-MIDDLE TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-UPPER TIER, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | PRIME US-SUB REIT, INC., |
a Delaware corporation,
its sole member
| |
| By: | /s/ Charles J. Schreiber, Jr. |
Charles J. Schreiber, Jr.,
President
