Prime Group Realty Trust Sample Contracts

Prime Group Realty Trust – PRIME GROUP REALTY TRUST UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (May 21st, 2010)

The accompanying unaudited pro forma condensed consolidated financial statements reflect the financial position and results of operations of the Company after giving effect to the transaction described in Item 2.01 of this filing.

Prime Group Realty Trust – 180 NORTH LASALLE PURCHASE AND SALE AGREEMENT BETWEEN 180 N. LASALLE II, L.L.C., a Delaware limited liability company AS SELLER AND 180 N. LASALLE REALTY LLC, a Delaware limited liability company AS BUYER As of February 22, 2010 (May 13th, 2010)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 22nd day of February, 2010, by and between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), and 180 N. LASALLE REALTY LLC, a Delaware limited liability company (“Buyer”).

Prime Group Realty Trust – ASSIGNMENT AND ASSUMPTION (November 12th, 2009)

THIS ASSIGNMENT AND ASSUMPTION (this “Assignment and Assumption”) is effective as of July 16, 2009, by PGRT ESH, Inc., a Delaware corporation (“Assignor”) and LSG-ESH LLC, a Delaware limited liability company (“Assignee”).

Prime Group Realty Trust – FIFTH AMENDMENT TO LOAN AGREEMENT (August 14th, 2009)

THIS FIFTH AMENDMENT TO LOAN AGREEMENT (together with all schedules hereto, this “Amendment”) among PGRT ESH, Inc., a Delaware corporation (the “Borrower”), Lightstone Holdings LLC, a Delaware limited liability company (“Lightstone Holdings”), David Lichtenstein (together with Lightstone Holdings, the “Guarantors,” and collectively with the Borrower, the “Loan Parties”), and Citicorp USA, Inc., a Delaware corporation (the “Lender”), is made as of April 30, 2009.

Prime Group Realty Trust – THIRD AMENDMENT TO LOAN AGREEMENT (May 15th, 2009)

THIS THIRD AMENDMENT TO LOAN AGREEMENT among PGRT ESH, Inc., a Delaware corporation (the “Borrower”), Lightstone Holdings LLC, a Delaware limited liability company (“Lightstone Holdings”), David Lichtenstein (together with Lightstone Holdings, the “Guarantors,” and collectively with the Borrower, the “Loan Parties”), and Citicorp USA, Inc., a Delaware corporation (the “Lender”), is made as of January 30, 2009.

Prime Group Realty Trust – WAIVER AND FOURTH AMENDMENT TO LOAN AGREEMENT (May 15th, 2009)

THIS WAIVER AND FOURTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) among PGRT ESH, Inc., a Delaware corporation (the “Borrower”), Lightstone Holdings LLC, a Delaware limited liability company (“Lightstone Holdings”), David Lichtenstein (together with Lightstone Holdings, the “Guarantors,” and collectively with the Borrower, the “Loan Parties”), and Citicorp USA, Inc., a Delaware corporation (the “Lender”), is made as of March 2, 2009.

Prime Group Realty Trust – FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (March 31st, 2009)

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of November 20, 2008, between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), and YPI 180 N. LASALLE OWNER, LLC, a Delaware limited liability company (“Buyer”).

Prime Group Realty Trust – AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 31st, 2009)

THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 31st day of December, 2008, by and between Jeffrey A. Patterson (“Executive”), Prime Group Realty Trust (“PGRT”) and Prime Group Realty, L.P. (“Prime”) (PGRT and Prime are collectively referred to herein as “Employer”) and provides as follows:

Prime Group Realty Trust – FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (March 31st, 2009)

THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of October 15, 2008, between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), and YPI 180 N. LASALLE OWNER, LLC, a Delaware limited liability company (“Buyer”).

Prime Group Realty Trust – SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (March 31st, 2009)

THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of December 9, 2008, between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), and YPI 180 N. LASALLE OWNER, LLC, a Delaware limited liability company (“Buyer”).

Prime Group Realty Trust – EQUITY OPTION AGREEMENT (March 31st, 2009)

This Equity Option Agreement is dated as of December 31, 2008, by and between Jeffrey A. Patterson, an individual residing in Hinsdale, Illinois (the “Executive”), and Prime Office Company LLC, a Delaware limited liability company (the “Company”).

Prime Group Realty Trust – SECOND AMENDMENT TO LOAN AGREEMENT (March 31st, 2009)

THIS SECOND AMENDMENT TO LOAN AGREEMENT among PGRT ESH, Inc., a Delaware corporation (the “Borrower”), Lightstone Holdings LLC, a Delaware limited liability company (“Lightstone Holdings”), David Lichtenstein (together with Lightstone Holdings, the “Guarantors,” and collectively with the Borrower, the “Loan Parties”), and Citicorp USA, Inc., a Delaware corporation (the “Lender”), is made as of December 31, 2008.

Prime Group Realty Trust – FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (March 31st, 2009)

THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 31st day of December, 2008, by and between James F. Hoffman (“Executive”), Prime Group Realty Trust (“PGRT”) and Prime Group Realty, L.P. (“Prime”) (PGRT and Prime are collectively referred to herein as “Employer”) and provides as follows:

Prime Group Realty Trust – FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY (March 31st, 2009)

THIS FIRST AMENDMENT (this “Amendment”) between David Lichtenstein (the “Guarantor”) and Citicorp USA, Inc. (the “Lender”), is made as of October 31, 2008.

Prime Group Realty Trust – FIRST AMENDMENT TO LOAN AGREEMENT (March 31st, 2009)

THIS FIRST AMENDMENT TO LOAN AGREEMENT (together with all schedules hereto, this “Amendment”) among PGRT ESH, Inc., a Delaware corporation (the “Borrower”), Lightstone Holdings LLC, a Delaware limited liability company (“Lightstone Holdings”), David Lichtenstein (together with Lightstone Holdings, the “Guarantors,” and collectively with the Borrower, the “Loan Parties”), and Citicorp USA, Inc., a Delaware corporation (the “Lender”), is made as of October 31, 2008.

Prime Group Realty Trust – AMENDED AND RESTATED PLEDGE AGREEMENT (March 27th, 2009)

THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 6, 2008 (as so amended and restated and as further amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), made by PGRT ESH, INC., a Delaware corporation (the “Pledgor”), in favor of CITICORP USA, INC., a Delaware corporation (the “Lender”).

Prime Group Realty Trust – June 12, 2008 (March 27th, 2009)

In the event a “change of control” of the Company and Prime Group Realty, L.P. (collectively, and including any affiliate of the Company that is currently your employer, the “Employer”) occurs and you are employed by the Employer seven days after the effective date of the change of control, the Employer (or any successor employer, such as the purchaser of the Company) will pay you on such date a lump sum amount equal to the sum of: (i) as a pro-rata bonus for the year in which the change of control occurs, an amount equal to your most recent full-year annual bonus (the “Last Bonus”) pro-rated through to the date of the change of control based on the number of days in the calendar year through and including the effective date of the change of control, (plus if annual bonuses for the prior calendar year have not yet been paid, an annual bonus for such prior year equal to your Last Bonus), (ii) an amount equal to the “Termination Compensation” described in Section 5(d) of the Amended and

Prime Group Realty Trust – EQUITY PURCHASE AGREEMENT (March 27th, 2009)

This Equity Purchase Agreement is dated as of December 31, 2007, by and between Jeffrey A. Patterson, an individual residing in Hinsdale, Illinois (the “Executive”), and Prime Office Company LLC, a Delaware limited liability company (the “Company”).

Prime Group Realty Trust – 180 NORTH LASALLE PURCHASE AND SALE AGREEMENT BETWEEN 180 N. LASALLE II, L.L.C. a Delaware limited liability company AS SELLER AND YOUNAN PROPERTIES, INC., a California corporation AS BUYER As of August 12, 2008 (March 27th, 2009)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 12th day of August, 2008, by and between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), and YOUNAN PROPERTIES, INC., a California corporation (“Buyer”).

Prime Group Realty Trust – THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (March 27th, 2009)

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of September 30, 2008, between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), and YOUNAN PROPERTIES, INC., a California corporation (“Buyer”).

Prime Group Realty Trust – AMENDED AND RESTATED GUARANTY (March 27th, 2009)

David Lichtenstein, an individual (the “Undersigned”), entered into a Guaranty dated June 29, 2007 (the “Original Guaranty”) in favor of Citicorp USA, Inc. (“Citicorp” or “you”) in connection with the Loan Agreement dated June 29, 2007 (the “2007 Loan Agreement”) between PGRT ESH, Inc., a Delaware corporation (the “Borrower”), and Citicorp. The Borrower and Citicorp have amended and restated in its entirety the 2007 Loan Agreement pursuant to an Amended and Restated Loan Agreement of even date herewith (as so amended and restated and as further amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), and it is a condition precedent to the effectiveness of the Loan Agreement that the Undersigned shall have amended the Original Guaranty. In furtherance thereof, the Undersigned is entering into this Amended and Restated Guaranty (as so amended and restated and as further amended, restated, replaced, supplemented or otherwise modified from t

Prime Group Realty Trust – FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (March 27th, 2009)

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of August 29, 2008, between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), and YOUNAN PROPERTIES, INC., a California corporation (“Buyer”).

Prime Group Realty Trust – AMENDED AND RESTATED PROMISSORY NOTE (March 27th, 2009)

FOR VALUE RECEIVED PGRT ESH, INC., a Delaware corporation, as maker, having its principal place of business at 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601 (“Borrower”), hereby unconditionally promises to pay to the order of Citicorp USA, Inc., a Delaware corporation, having an address at 666 Fifth Avenue, New York, New York 10103 (“Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of ONE HUNDRED TEN MILLION AND 00/100 DOLLARS ($110,000,000), in lawful money of the United States of America with interest thereon to be computed from the date of this promissory note (as further amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms of the Loan Agreement (as defined below), this “Note”) at the Applicable Interest Rate (plus any additional interest as provided under the Loan Agreement), and to be paid in accordance with the terms of this Note and that certai

Prime Group Realty Trust – AMENDED AND RESTATED LOAN AGREEMENT Dated as of June 6, 2008 between PGRT ESH, INC., as Borrower, and CITICORP USA, INC., as Lender (March 27th, 2009)

THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of June 6, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CITICORP USA, INC., a Delaware corporation having an address at 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078 (“Lender”), and PGRT ESH, INC., a Delaware corporation, having its principal place of business at 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601 (“Borrower”).

Prime Group Realty Trust – SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (March 27th, 2009)

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of September 3, 2008, between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), and YOUNAN PROPERTIES, INC., a California corporation (“Buyer”).

Prime Group Realty Trust – PRIME GROUP REALTY TRUST ANNOUNCES TERMINATION OF AGREEMENT REGARDING SALE OF 180 NORTH LASALLE STREET (February 19th, 2009)

Chicago, IL. February 19, 2009 – Prime Group Realty Trust (NYSE: PGEPRB) (the “Company”) announced that Younan Properties, Inc. and an affiliate (“Purchaser”), failed to purchase from a subsidiary of the Company (the “Seller”) the Seller’s 180 North LaSalle Street property in Chicago, Illinois (the “Property”), pursuant to the terms of the purchase and sale agreement the parties previously entered into (as amended, the “Agreement”). Pursuant to the terms of the Agreement, the Purchaser was obligated to close the transaction and purchase the Property from the Seller on February 18, 2009. The Purchaser failed to close by that deadline. On February 19, 2009, the Company sent a letter to the Purchaser stating that the Purchaser is in default under the Agreement and that the Seller is terminating the Agreement. Because the Purchaser failed to close the transaction and purchase the Property prior to the February 18, 2009 deadline, the Seller is entitled to retain as liquidated damages the $6

Prime Group Realty Trust – AMENDED AND RESTATED GUARANTY (August 14th, 2008)

David Lichtenstein, an individual (the “Undersigned”), entered into a Guaranty dated June 29, 2007 (the “Original Guaranty”) in favor of Citicorp USA, Inc. (“Citicorp” or “you”) in connection with the Loan Agreement dated June 29, 2007 (the “2007 Loan Agreement”) between PGRT ESH, Inc., a Delaware corporation (the “Borrower”), and Citicorp. The Borrower and Citicorp have amended and restated in its entirety the 2007 Loan Agreement pursuant to an Amended and Restated Loan Agreement of even date herewith (as so amended and restated and as further amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), and it is a condition precedent to the effectiveness of the Loan Agreement that the Undersigned shall have amended the Original Guaranty. In furtherance thereof, the Undersigned is entering into this Amended and Restated Guaranty (as so amended and restated and as further amended, restated, replaced, supplemented or otherwise modified from t

Prime Group Realty Trust – June 12, 2008 (August 14th, 2008)

The purpose of this letter is to describe your benefits under the Company’s Retention Program. Please be advised that the terms of the Retention Program and the benefits described in this letter are highly confidential and should not be discussed by you (the “Employee”) with, or disclosed to, any person other than the Company’s Chief Executive Officer, General Counsel and/or Human Resources Director, as well as, on a confidential basis, your legal and tax advisors and your family. If you breach the foregoing provisions, the Company will have the right to terminate the Retention Program as it relates to you without the payment of the retention benefits described in this letter.

Prime Group Realty Trust – AMENDED AND RESTATED LOAN AGREEMENT Dated as of June 6, 2008 between PGRT ESH, INC., as Borrower, and CITICORP USA, INC., as Lender (August 14th, 2008)

THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of June 6, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CITICORP USA, INC., a Delaware corporation having an address at 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078 (“Lender”), and PGRT ESH, INC., a Delaware corporation, having its principal place of business at 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601 (“Borrower”).

Prime Group Realty Trust – AMENDED AND RESTATED PROMISSORY NOTE (August 14th, 2008)

FOR VALUE RECEIVED PGRT ESH, INC., a Delaware corporation, as maker, having its principal place of business at 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601 (“Borrower”), hereby unconditionally promises to pay to the order of Citicorp USA, Inc., a Delaware corporation, having an address at 666 Fifth Avenue, New York, New York 10103 (“Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of ONE HUNDRED TEN MILLION AND 00/100 DOLLARS ($110,000,000), in lawful money of the United States of America with interest thereon to be computed from the date of this promissory note (as further amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms of the Loan Agreement (as defined below), this “Note”) at the Applicable Interest Rate (plus any additional interest as provided under the Loan Agreement), and to be paid in accordance with the terms of this Note and that certai

Prime Group Realty Trust – AMENDED AND RESTATED PLEDGE AGREEMENT (August 14th, 2008)

THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 6, 2008 (as so amended and restated and as further amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), made by PGRT ESH, INC., a Delaware corporation (the “Pledgor”), in favor of CITICORP USA, INC., a Delaware corporation (the “Lender”).

Prime Group Realty Trust – EQUITY PURCHASE AGREEMENT (July 23rd, 2008)

This Equity Purchase Agreement is dated as of December 31, 2007, by and between Jeffrey A. Patterson, an individual residing in Hinsdale, Illinois (the “Executive”), and Prime Office Company LLC, a Delaware limited liability company (the “Company”).

Prime Group Realty Trust – LOAN AGREEMENT (Loan B) between 330 N. WABASH AVENUE, L.L.C. as Borrower and THE LENDERS PARTY HERETO, as Lenders and GENERAL ELECTRIC CAPITAL CORPORATION as Collateral Agent March 18, 2008 LOAN AGREEMENT (Loan B) (March 25th, 2008)
Prime Group Realty Trust – GUARANTY OF NON-RECOURSE AND ENVIRONMENTAL INDEMNITY OBLIGATIONS (March 25th, 2008)

THIS GUARANTY OF NON-RECOURSE AND ENVIRONMENTAL INDEMNITY OBLIGATIONS ("Guaranty"), dated as of March 18, 2008, is made by PRIME GROUP REALTY, L.P., a Delaware limited partnership (the "Guarantor"), in favor of (i) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("GECC"), as Collateral Agent for the Note A Lenders and the Note B Lenders (in such capacity, "Collateral Agent"), (ii) ING USA ANNUITY AND LIFE INSURANCE COMPANY, an Iowa corporation ("ING"), and any subsequent holders from time to time (together with ING, collectively, the "Note A Lenders") of interests in that certain Promissory Note A dated the date of this Guaranty made by 330 N. WABASH AVENUE, L.L.C., a Delaware limited liability company (the "Borrower"), and payable to the order of the ING in the original principal amount of $88,000,000 (such Promissory Note A, together with all promissory notes delivered in substitution or exchange thereof, in each case as the same may be from time to time consolidated, s

Prime Group Realty Trust – This Document Prepared by and Record and Return to: (March 25th, 2008)