EXHIBIT 10.69 AMENDED AND RESTATED CONTRIBUTION AGREEMENT (FUTURE ASSET MANAGEMENT AND PROPERTY MANAGEMENT AGREEMENTS) BY AND BETWEEN CARR CAPITAL CORPORATION A DISTRICT OF COLUMBIA CORPORATION, AS CONTRIBUTOR AND COLUMBIA EQUITY, LP, A VIRGINIA...Contribution Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Virginia
DATED AS OF NOVEMBER 10, 2005, BY AND BETWEENAgreement of Sale • March 31st, 2006 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Virginia
WITNESSETHAgreement for Purchase and Sale • March 31st, 2006 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • District of Columbia
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPColumbia Equity Trust, Inc. • June 24th, 2005 • Real estate agents & managers (for others) • Virginia
betweenAgreement and Plan of Merger • May 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Maryland
AMENDED, RESTATED AND CONSOLIDATED SECURED PROMISSORY NOTE 754150Columbia Equity Trust, Inc. • March 31st, 2006 • Real estate agents & managers (for others) • District of Columbia
BETWEEN ARMADA/HOFFLER INVESTMENT PROPERTIES, L.P. "SELLER" AND COLUMBIA EQUITY TRUST, INC. "PURCHASER"Purchase and Sale Agreement • May 15th, 2006 • Columbia Equity Trust, Inc. • Real estate investment trusts • Virginia
THIS AMENDED AND RESTATED DEED OF TRUST NOTE is made and entered into as of the 7th day of May, 2004, by and between ARGO ORCHARD RIDGE, LC, a Maryland limited liability company ("Argo") and FOULGER LAND LIMITED PARTNERSHIP, a ---- Virginia limited...Columbia Equity Trust, Inc. • November 14th, 2006 • Real estate investment trusts
RECITALS:Real Estate Purchase and Sale Agreement • March 31st, 2006 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)
MEMBERSHIP INTEREST SALE AGREEMENT (MADISON PLACE) BY AND BETWEENMembership Interest Sale Agreement • June 16th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Virginia
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2007 • Columbia Equity Trust, Inc. • Real estate investment trusts • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 5th day of November, 2006, by and between Oliver T. Carr III (“Executive”) and SSPF/CET Operating Company LLC, a Delaware limited liability company (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Maryland
This EMPLOYMENT AGREEMENT is made and entered into this day of , 2005, between COLUMBIA EQUITY TRUST, INC., a Maryland corporation (the “Company”) and Christian H. Clifford (the “Executive”).
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • July 27th, 2006 • Columbia Equity Trust, Inc. • Real estate investment trusts • Virginia
THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made and entered into as of the 27th day of July, 2006 (the “Effective Date”), by and between STAFFORD COMMERCE CENTER, L.L.C., a Virginia limited liability company (“Seller”), and COLUMBIA EQUITY TRUST, INC., a Maryland corporation, or its permitted assigns (collectively, “Purchaser”).
2233 WISCONSIN AVENUE, LLC OPERATING AGREEMENTOperating Agreement • January 11th, 2007 • Columbia Equity Trust, Inc. • Real estate investment trusts
This OPERATING AGREEMENT of 2233 WISCONSIN AVENUE, LLC (the “Company”) is made as of September 28, 2006 (this “Agreement”), by and among COLUMBIA EQUITY LP, a Virginia limited partnership (“Columbia”), 2233 WISCONSIN AVENUE SPE, INC., a Virginia corporation (“Corporate Member”) and AETNA LIFE INSURANCE COMPANY, a Connecticut corporation (“Aetna”), as members of the Company (collectively, the “Members” and each a “Member”), and, in the case of Corporate Member, as the initial Manager (as hereinafter defined) of the Company.
RECITALS:Agreement of Purchase and Sale • May 15th, 2006 • Columbia Equity Trust, Inc. • Real estate investment trusts • Maryland
AMENDED AND RESTATED CONTRIBUTION AGREEMENT (Future Membership Interests) BY AND BETWEEN Carr Holdings, LLC a Maryland limited liability company, as Contributor AND Columbia Equity, LP, a Virginia limited partnership, as AcquirerContribution Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Virginia
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this 1st day of April, 2005 by and between Carr Holdings, LLC, a Maryland limited liability company (“Contributor”); and Columbia Equity, LP, a Virginia limited partnership (“Acquirer”).
SECOND AMENDMENT TO PURCHASE CONTRACTPurchase Contract • June 24th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)
THIS SECOND AMENDMENT TO PURCHASE CONTRACT (the “Amendment”) is entered into effective as of March 9, 2005, by and between NBS LOUDOUN GATEWAY IV, L.L.C., a Delaware limited liability company (“Seller”), and CARR CAPITAL CORPORATION, a District of Columbia corporation (“Buyer”).
AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)
This AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as of March 28, 2005 by and between Carr Capital Real Estate Investments, LLC, a Virginia limited liability company (“Contributor”) and Columbia Equity, LP, a Virginia limited partnership (“Acquirer”) with reference to the following facts:
Columbia Equity Trust, Inc. (a Maryland corporation) [ ] Shares of Common Stock Form of Underwriting AgreementColumbia Equity Trust, Inc. • June 28th, 2005 • Real estate agents & managers (for others) • New York
Wachovia Capital Markets, LLC Robert W. Baird & Co. Incorporated As Representatives of the several Underwriters c/o Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202
LIMITED LIABILITY COMPANY AGREEMENT OF 15040 CONFERENCE CENTER DRIVE LLC Dated October 12, 2005 with an Effective Date as of July 29, 2005Limited Liability Company Agreement • January 11th, 2007 • Columbia Equity Trust, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of 15040 CONFERENCE CENTER DRIVE LLC, a Delaware limited liability company (the “Company”), is executed and entered into on October 12, 2005 but shall have an effective date as of July 29, 2005, by and among CONFERENCE CENTER DRIVE REALTY COMPANY LLC, a Delaware limited liability company (“CCDRC”), and COLUMBIA WESTFIELDS, LLC, a Virginia limited liability company (“Columbia”), as the Members, and COLUMBIA EQUITY, LP, a Virginia limited partnership (“CE”), as the Manager.
LOAN ASSUMPTION ANDLoan Assumption and Substitution Agreement • November 14th, 2006 • Columbia Equity Trust, Inc. • Real estate investment trusts
MEMBERSHIP INTEREST SALE AGREEMENT (Independence Center) BY AND BETWEEN Holualoa K3 Westfields, LLC, an Arizona limited liability company, as Seller AND Columbia Equity LP, a Virginia limited partnership, as PurchaserMembership Interest Sale Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Virginia
THIS MEMBERSHIP INTEREST SALE AGREEMENT (this “Agreement”) is made as of this 31st day of January, 2005 by and between Holualoa K3 Westfields, LLC, an Arizona limited liability company (“Seller”); and Columbia Equity, LP, a Virginia limited partnership (“Purchaser”).
FIRST AMENDMENT TO OPERATING AGREEMENT OF MADISON PLACE, LLCOperating Agreement • January 11th, 2007 • Columbia Equity Trust, Inc. • Real estate investment trusts • Virginia
This FIRST AMENDMENT TO OPERATING AGREEMENT of MADISON PLACE, LLC (this “Amendment”) is made as of July 5th, 2005 by and among COLUMBIA EQUITY LP, a Virginia limited partnership (“Columbia”), CARR CAPITAL MADISON, LLC, a Virginia limited liability company (“CCM”) and AETNA LIFE INSURANCE COMPANY, a Connecticut corporation (“Aetna”), as the sole members of Madison Place, LLC, a Virginia limited liability company (the “Company”).
FIXED RATE NOTEColumbia Equity Trust, Inc. • February 22nd, 2006 • Real estate agents & managers (for others)
FOR VALUE RECEIVED, PARK PLAZA II INVESTORS, L.L.C., a Delaware limited liability company (hereinafter referred to as “Borrower”), promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, its successors and assigns (hereinafter referred to as “Lender”), at the office of Lender at Commercial Real Estate Services, 8739 Research Drive URP – 4, NC 1075, Charlotte, North Carolina 28262, or at such place as Lender or its agent, designee, or assignee may from time to time designate in writing, the principal sum of TWENTY FOUR MILLION TWO HUNDRED NINETY THOUSAND AND NO/100 DOLLARS ($24,290,000.00), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance from time to time outstanding at the Applicable Interest Rate (hereinafter defined) at all times prior to the occurrence of an Event of Default (as defined in the Security Instrument [hereinafter defined]), and to be paid in installments as
LEASEHOLD INDEMNITY DEED OF TRUST AND SECURITY AGREEMENTTrust and Security Agreement • February 22nd, 2006 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)
THIS LEASEHOLD INDEMNITY DEED OF TRUST AND SECURITY AGREEMENT (this “Security Instrument”) is made as of the 16th day of February, 2006, by PARK PLAZA II, L.L.C., a Delaware limited liability company, having its principal place of business at 1750 H Street, NW, Suite 500, Washington, DC 20006 (“Grantor”), to ALEXANDER TITLE AGENCY INCORPORATED, a Virginia corporation (“Trustee”), having its principal place of business at 5875 Trinity Parkway, Suite 210, Centreville, Virginia 20120, for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, having its principal place of business at Commercial Real Estate Services, 8739 Research Drive URP – 4, NC 1075, Charlotte, North Carolina 28262, as beneficiary (“Beneficiary”).
FORM OF VOTING AGREEMENT [for Executive Officers of Columbia Equity Trust, Inc.]Voting Agreement • January 19th, 2007 • Columbia Equity Trust, Inc. • Real estate investment trusts • Maryland
VOTING AGREEMENT, dated as of , 2006 (this “Agreement”), among SSPF/CET Operating Company LLC, a Delaware limited liability company (“Acquiror”), SSPF/CET OP Holding Company LLC, a Delaware limited liability company (“Merger Subsidiary”), SSPF/CET OP Holding Company Subsidiary L.P., a Virginia limited partnership (“Partnership Merger Subsidiary”), and the undersigned holder (“Holder”) of Partnership LP Units and/or LTIP Units of Columbia Equity, L.P., a Virginia limited partnership (“Partnership”).
AMENDED AND RESTATED OPERATING AGREEMENT OF CARR CAPITAL 1575 EYE, LLCOperating Agreement • January 11th, 2007 • Columbia Equity Trust, Inc. • Real estate investment trusts • District of Columbia
This Amended and Restated Operating Agreement (the “Agreement”) of CARR CAPITAL 1575 EYE, LLC (the “Company”), made and entered into as of February 28, 2002, is between CARR CAPITAL REAL ESTATE INVESTMENTS, LLC, a Virginia limited liability company (“CC”), THE OLIVER CARR COMPANY, a District of Columbia corporation (“OCCO”), CARR HOLDINGS, LLC, a Maryland limited liability company (“HOLDINGS”), AETNA LIFE INSURANCE COMPANY, a Connecticut corporation (“AETNA”), LESLIE SHROYER, an individual residing at the address shown on Exhibit A (“SHROYER”), and all of the other undersigned Persons (CC, OCCO, HOLDINGS, AETNA, SHROYER and all of the other undersigned Persons being collectively hereinafter referred to as the “Members”).
RECITALS:Agreement of Sale • March 31st, 2006 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 14th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of the 31st day of August, 2005 (the “Effective Date”) by and between Patrick Henry Associates, L.P. (“Seller”) and Columbia Equity Trust, Inc. (“Purchaser”).
AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENTMembership Interest Sale Agreement • May 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)
This AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT (the “Amendment”) is made and entered into as of April 28, 2005 by and between K 3 Sherwood, LLC, an Arizona limited liability company (“Seller”) and Columbia Equity, LP, a Virginia limited partnership (“Purchaser”) with reference to the following facts:
GENERAL ELECTRIC CAPITAL CORPORATION (Lender) to BARLOW ENTERPRISES LLC (Borrower) and LOAN AGREEMENT Dated as of: July 15, 2005 Property Location: Chevy Chase, Maryland DOCUMENT PREPARED BY: Andrews Kurth LLP 1717 Main Street, Suite 3700 Dallas,...Loan Agreement • November 14th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)
This Loan Agreement (this “Agreement”) is entered into as of July ___, 2005, between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”), BARLOW ENTERPRISES LLC, a Delaware limited liability company, whose organization number is 3975991 (“Borrower”), and 5454 WISCONSIN, INC., a Maryland corporation, whose organization number is D05395199 (“Guarantor”).
REVOLVING LOAN AGREEMENT between COLUMBIA EQUITY, LP, a Virginia limited partnership as Borrower, HOLUALOA/CARR CAPITAL SHERWOOD, LLC, a Virginia limited liability company, CARR CAPITAL GREENBRIAR, LLC, a Virginia limited liability company, FAIR OAKS...Revolving Loan Agreement • December 2nd, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Virginia
LIMITED LIABILITY COMPANY AGREEMENT OF SSPF/CET OPERATING COMPANY LLCLimited Liability Company Agreement • January 19th, 2007 • Columbia Equity Trust, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of _________ ___, 2007, by and among CET ACQUISITION COMPANY LLC, a Delaware limited liability company, having an office c/o J.P. Morgan Investment Management Inc., 245 Park Avenue, New York, New York 10167 (“Holding Company”), and the Persons who become signatories hereto and who are identified from time to time on Schedule A hereto as Members, pursuant to the provisions of the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101 et seq., as amended from time to time (“Delaware Act”). Capitalized terms used herein are defined in Section 1.5 below or as elsewhere provided herein.
MEMBERSHIP UNITS PURCHASE AGREEMENT (Park Plaza II, L.L.C.)Office Lease Agreement • November 14th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Maryland
AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)
This AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as of March 30, 2005 by and between The Oliver Carr Company, a District of Columbia corporation (“Contributor”) and Columbia Equity, LP, a Virginia limited partnership (“Acquirer”) with reference to the following facts:
