AMENDED AND RESTATED MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • November 28th, 2006 • Prime Group Realty Trust • Real estate investment trusts
THIS AMENDED AND RESTATED MORTGAGE AND SECURITY AGREEMENT (“Mortgage”) is made and executed the 21st day of November, 2006, by CONTINENTAL TOWERS, L.L.C., a Delaware limited liability company, whose mailing address is c/o CTA General Partner, L.L.C., 218 Flintlock Drive, Lakewood, NJ 08701 and CONTINENTAL TOWERS ASSOCIATES III, L.L.C., a Delaware limited liability company, whose mailing address is c/o CTA General Partner, L.L.C., 218 Flintlock Drive, Lakewood, NJ 08701 (collectively, “Mortgagor”) to, in favor of and for the benefit of PGRT EQUITY, L.L.C., a Delaware limited liability company, whose mailing address is 77 W. Wacker Drive, Suite 3900, Chicago, IL 60601 (“Lender”), and pertains to the real estate (“Real Estate”) described on Exhibit A attached hereto and made a part hereof.
This Mortgage, Security Agreement and Fixture Financing StatementMortgage, Security Agreement and Fixture Financing Statement • November 28th, 2006 • Prime Group Realty Trust • Real estate investment trusts
THIS MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT (this "Mortgage" or "Security Instrument"), made as of November 21, 2006, by CONTINENTAL TOWERS ASSOCIATES III, LLC, a Delaware limited liability company, and CONTINENTAL TOWERS, L.L.C., a Delaware limited liability company, jointly and severally, as tenants in common (collectively, "Mortgagor" or "Borrower" or "TICS" or individually, a "TIC"), having its principal place of business at c/o Prime Group Realty Trust, 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601, and to CWCAPITAL LLC, a Massachusetts limited liability company, having its principal office at One Charles River Place, 63 Kendrick Street, Needham, Massachusetts 02494 ("Mortgagee" or "Lender").
PGRT EQUITY LLC (Second Lender) to CWCAPITAL LLC (First Lender) SUBORDINATION AND STANDSTILL AGREEMENT Dated: As of November 21, 2006 PROPERTY LOCATION: Permanent Tax Identification Numbers: 08-16-100-034, 08-16-100-035, and 08-16-100-036Standstill Agreement • November 28th, 2006 • Prime Group Realty Trust • Real estate investment trusts • Illinois
THIS SUBORDINATION AND STANDSTILL AGREEMENT (this "Agreement"), executed on November 17, 2006, but to be effective as of November 21, 2006, is made by PGRT EQUITY LLC, a Delaware limited liability company (hereinafter referred to as the "Second Lender"), for the benefit of CWCAPITAL LLC, a Massachusetts limited liability company (hereinafter referred to as the "First Lender").
FIRST AMENDMENT TO AMENDED AND RESTATED TAX INDEMNITY AGREEMENTTax Indemnity Agreement • November 28th, 2006 • Prime Group Realty Trust • Real estate investment trusts
THIS FIRST AMENDMENT TO AMENDED AND RESTATED TAX INDEMNITY AGREEMENT (the "Agreement") is made and entered into this 21st day of November, 2006 by and among PRIME GROUP REALTY, L.P., a Delaware limited partnership ("Prime"), RICHARD A. HEISE ("Heise"), CTA GENERAL PARTNER, LLC, a Delaware limited liability company ("General Partner"), and CONTINENTAL TOWERS, L.L.C., a Delaware limited liability company ("Newco").
SECOND AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF NOVEMBER 21, 2006 by and between PGRT EQUITY, LLC, as Holder, and CONTINENTAL TOWERS ASSOCIATES III, LLC and CONTINENTAL TOWERS, L.L.C., collectively as Borrower SECURED BY CONTINENTAL TOWERS,...Loan Agreement • November 28th, 2006 • Prime Group Realty Trust • Real estate investment trusts • Illinois
THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of this 21st day of November, 2006 (the "Effective Date"), by and among CONTINENTAL TOWERS, L.L.C., a Delaware limited liability company, whose mailing address is c/o CTA General Partner, L.L.C., 77 W. Wacker Drive, Suite 3900, Chicago, IL 60601 and CONTINENTAL TOWERS ASSOCIATES III, L.L.C., a Delaware limited liability company, whose mailing address is c/o CTA General Partner, L.L.C., 77 W. Wacker Drive, Suite 3900, Chicago, IL 60601 (collectively, “Borrower”) RICHARD A. HEISE ("Heise"), and PGRT EQUITY, L.L.C., a Delaware limited liability company, whose mailing address is 77 W. Wacker Drive, Suite 3900, Chicago, IL 60601 (“Holder”).
THIS INSTRUMENT PREPARED BY AND AFTER RECORDING RETURN TO:Co-Ownership Agreement • November 28th, 2006 • Prime Group Realty Trust • Real estate investment trusts
GUARANTYPrime Group Realty Trust • November 28th, 2006 • Real estate investment trusts
This GUARANTY ("Guaranty") is executed as of November 21, 2006, by PRIME GROUP REALTY, L.P., a Delaware limited partnership (whether one or more collectively referred to as "Guarantor"), for the benefit of CWCAPITAL LLC, a Massachusetts limited liability company ("Lender").
PROMISSORY NOTEPrime Group Realty Trust • November 28th, 2006 • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned, CONTINENTAL TOWERS ASSOCIATES III, LLC, a Delaware limited liability company ("CTAIII"), and CONTINENTAL TOWERS, L.L.C., a Delaware limited liability company ("CTLLC"), jointly and severally, as tenants in common (collectively, "Borrower" or "TICS" or individually, a "TIC"), whose address is c/o Prime Group Realty Trust, 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601, promises to pay to the order of CWCAPITAL LLC, a Massachusetts limited liability company ("Lender"), at the office of Lender at One Charles River Place, 63 Kendrick Street, Needham, Massachusetts 02494, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of ONE HUNDRED FIFTEEN MILLION AND NO/100 DOLLARS ($115,000,000.00) together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of Five and Eight Hundred Sixty-Four
