SECOND AMENDED AND RESTATED MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts
THIS SECOND AMENDED AND RESTATED MORTGAGE AND SECURITY AGREEMENT (“Mortgage”) is made and executed as of December 29, 2006, by CONTINENTAL TOWERS ASSOCIATES III, LLC, a Delaware limited liability company, whose mailing address is c/o CTA General Partner, L.L.C., 218 Flintlock Drive, Lakewood, NJ 08701 (“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.
CONTINENTAL TOWERS, L.L.C. (Mortgagor or Borrower) to WELLS FARGO BANK, N.A., as trustee for the registered holders of COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C1 (Mortgagee or Lender)Mortgage, Security Agreement and Fixture Financing Statement • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts
THIS AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT (this “Mortgage” or “Security Instrument”), made as of December 29, 2006, by CONTINENTAL TOWERS, L.L.C., a Delaware limited liability company (“Mortgagor” or “Borrower”), having its principal place of business at c/o Prime Group Realty Trust, 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601, and to WELLS FARGO BANK, N.A., as trustee for the registered holders of COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C1, c/o 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”).
THIRD AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF DECEMBER 29, 2006 by and between PGRT EQUITY, LLC, as Holder, and CONTINENTAL TOWERS, L.L.C., as Borrower SECURED BY CONTINENTAL TOWERS, ROLLING MEADOWS, ILLINOISLoan Agreement • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts • Illinois
THIS THIRD AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of December 29, 2006 (the “Effective Date”), by and between 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 (“Borrower”) 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts • Illinois
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of November, 2006, by and between Prime Group Realty Trust, a Maryland real estate investment trust (“PGRT”), Prime Group Realty, L.P., a Delaware limited partnership and the operating partnership for PGRT (“Prime”) and solely for purposes of Section 4 hereof, Prime Office Company, LLC, a Delaware limited liability company (the “Parent”) and Nancy Fendley, an individual domiciled in the State of Illinois (“Executive”).
SECOND AMENDED AND RESTATED ENVIRONMENTAL INDEMNIFICATION AGREEMENTEnvironmental Indemnification Agreement • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts • Illinois
THIS ENVIRONMENTAL INDEMNIFICATION AGREEMENT (“Agreement”) made and entered into this 29th day of December, 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 (“Borrower”) 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”).
PGRT EQUITY LLC (Second Lender) to WELLS FARGO BANK, N.A., as trustee for the registered holders of COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C1 (First Lender) AMENDED AND RESTATED...Subordination and Standstill Agreement • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts • Illinois
THIS AMENDED AND RESTATED SUBORDINATION AND STANDSTILL AGREEMENT (this “Agreement”), executed on December 28, 2006, but to be effective as of December 29, 2006, is made by PGRT EQUITY LLC, a Delaware limited liability company (hereinafter referred to as the “Second Lender”), for the benefit of WELLS FARGO BANK, N.A., as trustee for the registered holders of COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C1 (hereinafter referred to as the “First Lender”).
AMENDED AND RESTATED ENVIRONMENTAL AND HAZARDOUS SUBSTANCE INDEMNIFICATION AGREEMENTIndemnification Agreement • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts
THIS AMENDED AND RESTATED ENVIRONMENTAL AND HAZARDOUS SUBSTANCE INDEMNIFICATION AGREEMENT (this “Agreement”), made as of December 29, 2006, is by CONTINENTAL TOWERS ASSOCIATES III, LLC, a Delaware limited liability company, (the “Borrower”), whose address is c/o Prime Group Realty Trust, 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601, in favor of WELLS FARGO BANK, N.A., as trustee for the registered holders of COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C1 (together with its successors and assigns, “Lender”), having an address at c/o CWCapital LLC, One Charles River Place, 63 Kendrick Street, Needham, Massachusetts 02494.
AMENDED AND RESTATED GUARANTYGuaranty • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts
This AMENDED AND RESTATED GUARANTY (“Guaranty”) is executed as of December 29, 2006, by PRIME GROUP REALTY, L.P., a Delaware limited partnership (whether one or more collectively referred to as “Guarantor”), for the benefit of WELLS FARGO BANK, N.A., as trustee for the registered holders of COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C1 (“Lender”).
MANAGEMENT AGREEMENTManagement Agreement • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts
THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of December 29, 2006, is made and entered into by and between CONTINENTAL TOWERS ASSOCIATES III, LLC, a Delaware limited liability company (“Owner”) and PRIME GROUP MANAGEMENT, L.L.C., a Delaware limited liability company (“Manager”).
RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO:Reciprocal Easement Agreement • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts
TERMINATION OF CO-OWNERSHIP AGREEMENTTermination of Co-Ownership Agreement • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts
This TERMINATION OF CO-OWNERSHIP AGREEMENT (this “Agreement”) dated as of December 29, 2006, is by and between CONTINENTAL TOWERS ASSOCIATES III, LLC, a Delaware limited liability company (“CTAIII”) and CONTINENTAL TOWERS, L.L.C., a Delaware limited liability company (“CTLLC”) (CTAIII and CTLLC are collectively referred to herein as the “Co-Owners”).
INDEMNIFICATION AGREEMENTEscrow Agreement • March 20th, 2007 • Prime Group Realty Trust • Real estate investment trusts • Illinois
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of November 8, 2006, is made by and between PRIME GROUP REALTY, L.P., a Delaware limited partnership (“Indemnitor”), and 131 SOUTH DEARBORN LLC, a Delaware limited liability company (“Indemnitee”).
