SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRIME GROUP REALTY, L.P. Dated as of July 1, 2005Prime Group Realty Trust • August 5th, 2005 • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRIME GROUP REALTY, L.P., dated as of July 1, 2005, is entered into by and between Prime Group Realty Trust, a Maryland real estate investment trust, as the General Partner, and Prime Office Company, LLC, a Delaware limited liability company, as the Limited Partner, together with any other Persons who become Partners in the Partnership as provided herein.
SETTLEMENT AND RELEASE RECITALSSettlement and Release • August 5th, 2005 • Prime Group Realty Trust • Real estate investment trusts
WHEREAS, (i) PGRT and PGP previously entered into a confidentiality and standstill letter agreement dated March 22, 2004 (the “PGP CA”), (ii) Mansur & Company (“Mansur & Co”) and PGRT previously entered into a confidentiality and standstill letter agreement dated March 24, 2004 (the “Mansur CA”), (iii) Mansur Interests II, LTD., an affiliate of Prime/Mansur (“MANI2”), TPGI, PGRT and PGRLP previously entered into an Exclusivity Agreement dated as of September 7, 2004 (the “Exclusivity Agreement”), which was also joined by PGP for certain purposes, and (iv) TPGI, PGP and PGRLP previously entered into a Termination and Release Agreement dated as of November 9, 2004 (the “Termination Agreement”);
LOAN AGREEMENT Dated as of May 5, 2005 Among LASALLE BANK NATIONAL ASSOCIATION, SUCCESSOR TRUSTEE TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, not personally but solely as trustee under trust agreement dated...Loan Agreement • August 5th, 2005 • Prime Group Realty Trust • Real estate investment trusts • New York
LOAN AGREEMENT dated as of May 5, 2005 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) among LASALLE BANK NATIONAL ASSOCIATION, SUCCESSOR TRUSTEE TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, not personally but solely as trustee under trust agreement dated July 26, 1977 and known as Trust No. 40935 and LASALLE BANK NATIONAL ASSOCIATION, SUCCESSOR TRUSTEE TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as successor trustee to First Bank, N.A., as successor trustee to National Boulevard Bank of Chicago, not personally but solely as trustee under trust agreement dated September 27, 1976 and known as Trust No. 5602 (collectively, the “Fee Holder”) and CONTINENTAL TOWERS ASSOCIATES-I, L.P., an Illinois limited partnership (the “Beneficial Interest Holder” the Fee Holder and the Beneficial Interest Holder are collectively together with their respective permitted succe
SUBORDINATION AND INTERCREDITOR AGREEMENT between SUNAMERICA LIFE INSURANCE COMPANY and PRIME GROUP REALTY, L.P. Continental Towers Rolling Meadows, Illinois May 5, 2005Subordination and Intercreditor Agreement • August 5th, 2005 • Prime Group Realty Trust • Real estate investment trusts • Illinois
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT is made as of May 5, 2005 among SUNAMERICA LIFE INSURANCE COMPANY, an Arizona corporation, (“Senior Lender”), and PRIME GROUP REALTY, L.P., a Delaware limited partnership (“Prime”).
Thistle Interest Option AgreementThistle Interest Option Agreement • August 5th, 2005 • Prime Group Realty Trust • Real estate investment trusts • Illinois
THIS THISTLE INTEREST OPTION AGREEMENT (this “Option Agreement”), made and entered into this 18th day of May, 2005, by and between PHOENIX OFFICE, L.L.C., a Delaware limited liability company, having a mailing address at Suite 3900, 77 West Wacker Drive, Chicago, Illinois 60601 (“Seller”) and PRIME/MANSUR INVESTMENT PARTNERS, LLC, a Delaware limited liability company, having a mailing address c/o The Prime Group, Inc., 321 North Clark Street, Suite 2500, Chicago, Illinois 60610 (the “Purchaser”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • August 5th, 2005 • Prime Group Realty Trust • Real estate investment trusts • New York
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), dated as of May 5, 2005, is made by LASALLE BANK NATIONAL ASSOCIATION, successor trustee to AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, not personally but solely as trustee under trust agreement dated July 26, 1977 and known as Trust No. 40935 and LASALLE BANK NATIONAL ASSOCIATION, successor trustee to AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as successor trustee to First Bank, N.A., as successor trustee to National Boulevard Bank of Chicago, not personally but solely as trustee under trust agreement dated September 27, 1976 and known as Trust No. 5602, (collectively, the “Fee Holder”) and CONTINENTAL TOWERS ASSOCIATES–I, L.P., an Illinois limited partnership (“Beneficial Interest Holder”, the Fee Holder and the Beneficial Interest Holder are collectively, together with their respective permitted successors and assigns, referred to herein as “B
AMENDMENT NO. 43 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRIME GROUP REALTY, L.P.Prime Group Realty Trust • August 5th, 2005 • Real estate investment trusts • Delaware
This AMENDMENT NO. 43 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRIME GROUP REALTY, L.P. (this “Amendment”) is made as of June 30, 2005 by Prime Group Realty Trust, a Maryland real estate investment trust (“PGRT”), as the Managing General Partner of Prime Group Realty, L.P., a Delaware limited partnership (the “Partnership”), and on behalf of the other Partners (as hereinafter defined). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 17, 1997, by and among PGRT and the other parties signatory thereto, as amended thereafter (as so amended, the “Limited Partnership Agreement”).
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • August 5th, 2005 • Prime Group Realty Trust • Real estate investment trusts • Illinois
This Sale and Purchase Agreement (this “Agreement”) is made and entered into as of this 18th day of May, 2005, by and between LASALLE-ADAMS, L.L.C., a Delaware limited liability company having a mailing address at Suite 3900, 77 West Wacker Drive, Chicago, Illinois 60601(“Seller”) and PRIME/MANSUR INVESTMENT PARTNERS, LLC, a Delaware limited liability company having a mailing address c/o The Prime Group, Inc., 321 North Clark Street, Suite 2500, Chicago, Illinois 60610 (“Purchaser”).
