Exhibit
10.19


 


LOAN AGREEMENT


 


Dated: As of August 11,
2006


 


Between


 


STAG III ALBION, LLC


 


 (individually and collectively, together with
each other party who may become a borrower hereunder,  “Borrower”,)


 


and


 


ANGLO IRISH BANK CORPORATION
PLC (“Agent”)


 


and


 


any other Lenders, if any,
which may become parties to this Agreement


(together with ANGLO IRISH
BANK CORPORATION PLC, collectively the “Lenders”)


 


up to $300,000,000.00  TERM LOAN


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  BACKGROUND

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Defined Terms

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
  Borrower

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3

  	
  Land and Improvements; Property

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4

  	
  Use of Loan Proceeds

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.5

  	
  Guaranties and Indemnities

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.6

  	
  Loan

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  LOAN PROVISIONS

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Amount of Loan

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Term of Loan; Extension Right

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  Interest Rate and Payment Terms

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
  Loan Fees

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.5

  	
  Acceleration

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.6

  	
  Conditions to Extending Loan

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.7

  	
  Additional Property/Borrower

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.8

  	
  Joint and Several

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Security

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  Loan Documents and Security Documents

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  CONTINUING AUTHORITY OF AUTHORIZED REPRESENTATIVES

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  CONSULTANTS

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Right to Employ

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.2

  	
  Functions

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.3

  	
  Payment

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.4

  	
  Access

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.5

  	
  No Liability

  	
  7

  



 


i

















 


	
  6.

  	
  LOAN DISBURSEMENT AND BORROWER’S REQUIRED EQUITY
  CONTRIBUTIONS

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Advance of Loan Proceeds

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.2

  	
  Required Equity Contribution; Additional Funds From
  Borrower

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  CONDITIONS PRECEDENT

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Satisfactory Loan Documents

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.2

  	
  No Material Change

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.3

  	
  Warranties and Representations Accurate

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.4

  	
  Financials and Appraisals

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.5

  	
  Validity and Sufficiency of Security Documents

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.6

  	
  No Other Liens; Taxes and Municipal Charges Current

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.7

  	
  Property Matters

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.8

  	
  Compliance With Law

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.9

  	
  Title Insurance; other Evidence of Perfection

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.10

  	
  Survey

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.11

  	
  Condition of Property

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.12

  	
  No Takings

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.13

  	
  Insurance

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.14

  	
  Utilities; Water; Drainage

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.15

  	
  Hazardous Waste, Hazardous Materials and Toxic
  Substances

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.16

  	
  Organizational Documents and Entity Agreements

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.17

  	
  Votes, Consents and Authorizations

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.18

  	
  Legal and Other Opinions

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.19

  	
  Leasing Matters

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.20

  	
  Zoning Compliance

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.21

  	
  No Default

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  WARRANTIES AND REPRESENTATIONS

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Financial Information

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
  No Violations

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.3

  	
  No Litigation

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.4

  	
  Leases

  	
  11

  



 


ii

















 


	
   

  	
  8.5

  	
  Compliance With Legal Requirements

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.6

  	
  Required Licenses and Permits

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.7

  	
  Curb Cuts and Utility Connections

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.8

  	
  Good Title and No Liens

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.9

  	
  Use of Proceeds

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.10

  	
  Entity Matters

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.11

  	
  Valid and Binding

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.12

  	
  Deferred Compensation and ERISA

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.13

  	
  No Material Change; No Default

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.14

  	
  No Broker or Finder

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.15

  	
  Background Information and Certificates

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.16

  	
  Guarantor’s Warranties and Representations

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  COVENANTS

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Notices

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.2

  	
  Financial Statements and Reports

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.3

  	
  Payment of Taxes and Other Obligations

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.4

  	
  Conduct of Business; Compliance With Law

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.5

  	
  Insurance

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.6

  	
  Restrictions on Liens, Transfers and Additional Debt

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.7

  	
  Limits on Guaranties and Distributions

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.8

  	
  Restrictions on Investments

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.9

  	
  Indemnification Against Payment of Brokers’ Fees

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.10

  	
  Limitations On Certain Transactions

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.11

  	
  Approval of Management and Management Contract

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.12

  	
  RESERVED

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.13

  	
  Place for Records: Inspection

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.14

  	
  Costs and Expenses

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.15

  	
  Compliance with Legal Requirements

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.16

  	
  Indemnification

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.17

  	
  Leasing Matters

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.18

  	
  Loan To Value Ratio Covenant

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.19

  	
  Debt Service Coverage Ratio

  	
  23

  



 


iii

















 


	
   

  	
  9.20

  	
  Replacement Documentation

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.21

  	
  Partial Release

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  SPECIAL PROVISIONS

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Right to Contest

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.2

  	
  Limited Recourse Provisions

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  EVENTS OF DEFAULT

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Default and Events of Default

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.2

  	
  Grace Periods and Notice

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.3

  	
  Certain Remedies. If an Event of Default shall
  occur:

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  ADDITIONAL REMEDIES

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Remedies

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.2

  	
  Reimbursement

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.3

  	
  Power of Attorney

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  SECURITY INTEREST

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  Security Interest

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  CASUALTY AND TAKING

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Casualty and Obligation To Repair

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.2

  	
  Adjustment of Claims

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.3

  	
  Payment and Application of Insurance Proceeds

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.4

  	
  Conditions To Release of Insurance Proceeds

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.5

  	
  Taking

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  THE AGENT AND THE LENDERS

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  Appointment of Agent

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.2

  	
  Administration of Loans by Agent

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.3

  	
  Delegation of Duties

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.4

  	
  Exculpatory Provisions

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.5

  	
  Reliance by Agent

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.6

  	
  Notice of Default

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.7

  	
  Lenders’ Credit Decisions

  	
  35

  



 


iv

















 


	
   

  	
  15.8

  	
  Agent’s Reimbursement and Indemnification

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.9

  	
  Agent in its Individual Capacity

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.10

  	
  Successor Agent

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.11

  	
  Duties in the Case of Enforcement

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.12

  	
  Respecting Loans and Payments

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.13

  	
  Delinquent Lender

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.14

  	
  Holders

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.15

  	
  Assignment and Participation

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.16

  	
  Disclosure

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.17

  	
  Miscellaneous Assignment Provisions

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.18

  	
  Assignment by Borrower

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.19

  	
  Administrative Matters

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.20

  	
  Deemed Consent or Approval

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  GENERAL PROVISIONS

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.1

  	
  Notices

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.2

  	
  Limitations on Assignment

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.3

  	
  Further Assurances

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.4

  	
  Parties Bound

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.5

  	
  Waivers, Extensions and Releases

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.6

  	
  Governing Law; Consent to Jurisdiction; Mutual
  Waiver of Jury Trial

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.7

  	
  Survival

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.8

  	
  Cumulative Rights

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.9

  	
  Claims Against Agent or the Lenders

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.10

  	
  Obligations Absolute

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.11

  	
  Table of Contents, Title and Headings

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.12

  	
  Counterparts

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.13

  	
  Satisfaction of Commitment

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.14

  	
  Time Of the Essence

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.15

  	
  Integration/No Oral Change

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.16

  	
  Monthly Statements

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.17

  	
  Survival

  	
  50

  



 


v

















 


	
  Signatures

  	
   

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  -

  	
  Definitions

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit B

  	
  -

  	
  Ownership Interests and Taxpayer Identification Numbers

  	
  58

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit C

  	
  -

  	
  Authorized Representatives

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit D

  	
  -

  	
  Required Property, Hazard and Other Insurance

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit E

  	
  -

  	
  Form of Assignment and Acceptance

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit F

  	
  -

  	
  Lenders’ Commitment

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit G

  	
  -

  	
  Note

  	
  67

  



 


vi

















 


LOAN AGREEMENT


 


This Loan Agreement (“Loan Agreement” or “Agreement”)
made and entered into as of the 11th day of August, 2006, by and between STAG
III ALBION, LLC, a Delaware limited liability company having an address at c/o
STAG Capital Partners, 99 Chauncy Street, 10th floor, Boston, Massachusetts
02111 (individually and/or collectively, as the context so requires, together
with each other party who may hereafter become a borrower hereunder, the “Borrower”)
and ANGLO IRISH BANK CORPORATION PLC, a banking corporation having an address
at 265 Franklin Street, Boston, Massachusetts 02110 and the other lending
institutions which may become parties to this Agreement pursuant to Section 15.15
hereof (collectively the “Lenders”) and ANGLO IRISH BANK CORPORATION PLC, as
agent for itself and such other lending institutions (the “Agent”).


 


WITNESSETH:


 


1.                                       BACKGROUND.


 


1.1                                              Defined Terms.  Capitalized terms used in this Agreement are
defined either in Exhibit A, or in specific sections of this
Agreement, or in another Loan Document, as referenced in Exhibit A.


 


1.2                                              Borrower.  Each Borrower is a limited liability company
organized under the laws of the State of Delaware, whose sole member and
manager is STAG Investments Holdings III, LLC, a Delaware limited liability
company (hereinafter, “STAG III”).  The
sole member and manager of STAG III is SAgE III Aggregation, LLC, a Delaware
limited liability company (hereinafter “SAgE”).


 


1.3                                              Land and
Improvements; Property.  A
respective Borrower (or an affiliate of the Borrower) has acquired or proposes to acquire, among other Properties,
the following described parcels of land:


 


1.3.1                                                 the parcels of
land (the “Milwaukee Land”) located in Milwaukee, Wisconsin more particularly
described in the Mortgage, which Milwaukee Land is presently improved by a
270,000 warehouse/distribution facility with associated parking (the “Milwaukee
Improvements”).  The Milwaukee Land and
Milwaukee Improvements are collectively called the “Milwaukee Property”; and


 


1.3.2                                                 the parcels of
land (the “Kendallville Land”) located in Kendallville, Indiana and Albion, Indiana
more particularly described in the Mortgage, which Kendallville Land is
presently improved by a 294,253 manufacturing facility with associated parking
(the “Kendallville Improvements”).  The
Kendallville Land and Kendallville Improvements are collectively called the “Kendallville
Property”.


 


(The Milwaukee Land and the
Kendallville Land (in each instance, to the extent same are made subject to the
lien of the Security Documents), together with any other land which hereafter
is made subject to the lien of the Security Documents as set forth in Section 2.7,  are sometimes hereinafter referred to
collectively as the “Land”; the Milwaukee Improvements and the Kendallville
Improvements (in each instance, to the extent same 


 

















 


are made subject to the lien
of the Security Documents), together with any other improvements which is
hereafter made subject to the lien of the Security Documents as set forth in Section 2.7,
are sometimes hereinafter referred to collectively as the “Improvements”; and
the Milwaukee Property and the Kendallville Property (in each instance, to the
extent same are made subject to the lien of the Security Documents), together
with any other property which is hereafter made subject to the lien of the
Security Documents as set forth in Section 2.7, are sometimes hereinafter
referred to collectively as the “Property”).


 


1.4                                              Use of Loan
Proceeds.  Borrower
has applied to Agent for loans up to the maximum aggregate amount of THREE
HUNDRED MILLION DOLLARS ($300,000,000.00) (each, a “Loan” and collectively, the
“Loans”), a portion of the proceeds of which are to be used to acquire  the
Kendallville Property and to pay costs and expenses incident to closing
the Loans, and the remainder of which may, under Section 2.7 below, be
used to acquire additional Properties, including, without limitation the
Milwaukee Property.


 


1.5                                              Guaranties and
Indemnities.  As an
inducement to Agent and the Lenders to make the Loans, STAG Investments
Holdings III, LLC (in such capacity, “Guarantor”) has agreed to furnish certain
guaranties and indemnities.


 


1.6                                              Loan.  Subject to all of the terms, conditions and
provisions of this Agreement, and of the agreements and instruments referred to
herein, each of the Lenders agrees severally to make loans to the Borrower up
to a maximum aggregate principal amount equal to such Lender’s Commitment, and
each Borrower agrees to accept and jointly and severally repay the Loans.


 


2.                                       LOAN PROVISIONS.


 


2.1                                              Amount of Loan.  The Loans shall be in the maximum aggregate
amount of $300,000,000.00; however, any advances of proceeds of the Loans shall
be made by the Lenders pro rata, in accordance with each Lender’s Commitment
Percentage.  The amounts available to be
advanced for each Property shall be limited to the lesser of (i) seventy
five percent (75%) of the acquisition cost of each such Property,  or (ii) the amount determined to be
advanced by the Lenders (as to each Property, its “Loan Amount”).


 


2.2                                              Term of Loan;
Extension Right.  The Loans
shall be for a term (“Initial Term”) commencing on the date hereof and ending
on August 11, 2009 (“Maturity Date”). 
The Initial Term may be extended for an “Extended Term” until August 11,
2010 (“Extended Maturity Date”) upon satisfaction of the conditions set forth
in Section 2.6.


 


2.3                                              Interest Rate
and Payment Terms.  The Loans
shall be payable as to interest and principal in accordance with the provisions
of this Agreement and the Note.  This Agreement
also provides for interest at a Default Rate, Late Charges and prepayment
rights and fees.  All payments for the
account of Lenders shall be applied to the respective accounts of the Lenders
in accordance with each Lender’s Commitment Percentage of the Loans.  The Agent will disburse such payments to the
Lenders on the date of receipt thereof if received prior to 11:00 a.m. on
such date and, if not, on the next Business Day.  Any and all interest rate selection and
conversion provisions in this Agreement are to be administered by the Agent and
to be allocated 


 


2

















 


on a pro rata basis to the
Note held by each Lender based upon such Lender’s Commitment Percentage.


 


2.4                                              Loan Fees.  Borrower shall pay a commitment fee equal to
50 basis points of each Loan Amount in connection with the advance of each Loan
Amount made under the Loan.


 


2.5                                              Acceleration.  The Agent may, and upon the request of the
Majority Lenders shall, accelerate the Loans, during the continuance of an
Event of Default.  Upon such an
acceleration, all principal, accrued interest and costs and expenses shall be
due and payable together with interest on such principal at the Default Rate and any applicable Make Whole Provisions and
Yield Maintenance Prepayment Fee.


 


2.6                                              Conditions to
Extending Loan.  Upon
satisfaction of each of the following conditions, Borrower may extend the Loans
until the Extended Maturity Date:


 


2.6.1                                                 No Default.  No Default shall exist;


 


2.6.2                                                 Notice From
Borrower.  Borrower
shall have given Agent and the Lenders written notice of Borrower’s request to
exercise its extension right at least sixty (60) days, but not more than one
hundred twenty (120) days, before the Maturity Date;


 


2.6.3                                                 Covenant
Compliance.  No breach
of any covenants imposed upon Borrower shall exist including, without
limitation, the covenants relating to Debt Service Coverage and Loan To Value
Ratio;


 


2.6.4                                                 Conditions
Satisfied.  All of the
conditions set forth in §7 of this Agreement, to the extent applicable, shall
continue to be satisfied;


 


2.6.5                                                 Extension Fee.  A extension fee equal to 12.5 basis points of
the aggregate outstanding principal balance of the Loans as of the extension of
the term shall have been paid at least five (5) days prior to the Maturity
Date;


 


2.6.6                                                 Additional
Documents.  Borrower
and Guarantor shall have executed and delivered to Agent such agreements and
documents as the Agent may reasonably require incident to the extension as long
as such agreements or documents do not materially increase Borrower’s or
Guarantor’s obligations under the Loan Documents; and


 


2.6.7                                                 Before End of
Term.  Each of the foregoing
conditions are satisfied not later than, and on, the Maturity Date.


 


Within thirty (30) days following receipt by the Agent and each of the
Lenders of Borrower’s written notice under clause 2.6.2 above requesting the
extension, the Agent shall notify Borrower in writing if all of the conditions
precedent to the extension, other than payment of the extension fee, have been
satisfied, or if further information or certificates are required.  If the Agent determines that the conditions
to extension have been satisfied, other than payment of the extension fee, the
Agent shall so notify Borrower and upon the Agent’s receipt of the extension
fee not later than five (5) days prior to the Maturity Date, so long as no
Default exists, the Loan 


 


3

















 


Term shall be extended until the Extended Maturity Date.


 


2.7                                              Additional
Property/Borrower.  At the
request of the Borrower, the Lenders will advance additional amounts hereunder,
not to exceed the Loan Amount for each Property, and, as necessary, consider
the increase of the maximum Commitment amount and the acceptance of additional
affiliate(s) of the Borrower as a new Borrower(s), and the granting of
additional Properties as collateral hereunder, on the following terms and
conditions:


 


2.7.1                                                 The acceptance
of the affiliate as a Borrower and the new Property as Collateral, and the
amount of the additional Loans to be provided with respect thereto, shall be in
the sole discretion of the Agent and the Lenders, and shall be subject to such
terms and conditions as the Agent and the Lenders may impose;


 


2.7.2                                                 The Borrower
shall supply the Agent with such financial information as the Agent may require
with respect to the new Property and the new Borrower;


 


2.7.3                                                 The Borrower
and such affiliate shall execute such documents as the Agent may request to
effect such transaction, including (a) the execution of Security Documents
with respect to such new Property and a joinder by such affiliate becoming a
party to this Loan Agreement, and (b) an amendment to, or an amendment and
restatement of, the Note, as necessary, to reflect such advances; and


 


2.7.4                                                 The Agent shall
have received and approved all due diligence and other items required with
respect to any Property pursuant to Section 7 of this Loan Agreement, and
shall have otherwise satisfied the conditions of said Section 7 hereof.


 


2.8                                              Joint and
Several.


 


2.8.1                                                 Notwithstanding
anything in this Agreement or any other Loan Document to the contrary, each
Borrower hereby accepts (or shall accept) joint and several liability hereunder
and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Lender under this Agreement and the other
Loan Documents, for the mutual benefit, directly and indirectly, of each
Borrower and in consideration of the undertakings of each other Borrower to
accept joint and several liability for the Loan and the other Obligations
hereunder.  Each Borrower, jointly and
severally, hereby irrevocably and unconditionally accepts (or shall accept),
not merely as a surety but also as a co-debtor, joint and several liability
with each other Borrower, with respect to the payment and performance of all of
the Obligations (including, without limitation, any Obligations arising under
this Section 2.8, it being the intention of the parties hereto that all the
Obligations shall be the joint and several obligations of each Borrower without
preferences or distinction among them. 
If and to the extent that any Borrower shall fail to make any payment
with respect to any of the Obligations as and when due or to perform any of the
Obligations in accordance with the terms thereof, then in each such event each
other Borrower will make such payment with respect to, or perform, such
Obligation.  Subject to the terms and
conditions hereof, the Obligations of each Borrower under the provisions of
this Section 2.8 constitute the absolute and unconditional, full recourse
Obligations of each Borrower enforceable against each such person to the full
extent of its properties and assets, irrespective of the 


 


4

















 


validity, regularity or enforceability
of this Agreement, the other Loan Documents or any other circumstances
whatsoever.


 


2.8.2                                                 The provisions
of this Section 2.8 are made for the benefit of the Agent, the Lender and
their successors and assigns, and may be enforced by them from time to time
against any Borrower as often as occasion therefor may arise and without
requirement on the part of the Agent, the Lender or such successors or assigns
first to marshall any of its or their claims or to exercise any of its or their
rights against any other Borrower or to exhaust any remedies available to it or
them against any other Borrower or to resort to any other source or means of
obtaining payment of any of the Obligations hereunder or to elect any other
remedy.  The provisions of this Section 2.8
shall remain in effect until all of the Obligations shall have been paid in
full or otherwise fully satisfied.


 


2.8.3                                                 Each Borrower
hereby agrees that it will not enforce any of its rights of contribution or
subrogation against any other Borrower with respect to any liability incurred
by it hereunder or under any of the other Loan Documents, any payments made by
it to the Agent or the Lenders with respect to any of the Obligations or any
Collateral until such time as all of the Obligations have been paid in
full.  Any claim which any Borrower may
have against another Borrower with respect to any payments to the Agent or the
Lenders hereunder or under any other Loan Documents are hereby expressly made
subordinate and junior in right of payment, without limitation as to any
increases in the Obligations arising hereunder or thereunder, to the prior
payment in full of the Obligations and, in the event of any insolvency,
bankruptcy, receivership, liquidation, reorganization or other similar
proceeding under the laws of any jurisdiction relating to any Borrower, its
debts or its assets, whether voluntary or involuntary, all such Obligations
shall be paid in full before any payment or distribution of any character,
whether in cash, securities or other property, shall be made to another
Borrower therefor.


 


3.                                       SECURITY FOR
THE LOAN; LOAN AND SECURITY DOCUMENTS.


 


3.1                                              Security.  The Loans together with interest thereon and
all other charges and amounts payable by, and all other obligations of,
Borrower and Guarantor to Agent
and each of the Lenders, with respect to each Property, whenever incurred,
direct or indirect, absolute or contingent, including any obligations under any
interest rate cap, swap or other rate management transaction entered into with
the Agent (“Obligations”) shall be secured by the following “Security” which
Borrower, and Guarantor where applicable, agree to provide and maintain:


 


3.1.1                                                 Mortgage/Deed and Security Agreement.  A first priority mortgage/deed of trust and security agreement (“Mortgage”)
granted to the Agent, on behalf of the Lenders, on (i) each Property; (ii) all
land, improvements, furniture, fixtures, goods, equipment, and other assets
(including, without limitation, accounts, contracts, contract rights, Licenses
and Permits, general intangibles, documents and instruments), including all
after-acquired property, owned, or in which Borrower has or obtains any
interest, in connection with each Property; (iii) all insurance proceeds
and other proceeds therefrom, and (iv) all other assets of each Borrower
whether now owned or hereafter acquired and whether or not related to the Property.


 


5














 


3.1.2                                                 Collateral
Assignment of Leases and Rents.  A first priority collateral assignment of
leases and rents (“Assignment of Leases and Rents”) granted to the Agent on
behalf of the Lenders, with respect to each Borrower’s interest in all leases,
subleases and occupancy rights of the Property and all income and profits to be
derived from the operation and leasing of the Property.


 


3.1.3                                                 Collateral
Assignment of Contracts, Licenses and Permits.  A first priority collateral assignment and
security agreement (“Assignment of Contracts”) granted to the Agent on behalf
of the Lenders, with respect to each Borrower’s interest in all Licenses and
Permits and all contracts, agreements and warranties now owned or hereafter
acquired by a Borrower and related in any manner to the Property.


 


3.1.4                                                 Guaranty.  A guaranty (“Guaranty”) from Guarantor
guaranteeing certain exculpating matters.


 


3.1.5                                                 Environmental
Compliance and Indemnification Agreement.  At Borrower’s election, either (i) an
environmental insurance policy naming Borrower as the named insured and Lender
as an additional named insured, in form and substance reasonably acceptable to
Lender, or (ii) a compliance and indemnification agreement with respect to
environmental matters (“Environmental Indemnity”) from Borrower and Guarantor
(collectively, “Indemnitors”).


 


3.2                                              Loan Documents
and Security Documents.  The
Loans shall be made, evidenced, administered, secured and governed by all of
the terms, conditions and provisions of the “Loan Documents”, each as the same
may be hereafter modified or amended, consisting of: (i) this Loan
Agreement; (ii) separate promissory notes in the form of Exhibit G,
annexed hereto, with one Note being payable to each Lender in the original
principal amount equal to such Lender’s Commitment, such promissory notes to be
in the aggregate original principal amount of up to THREE HUNDRED MILLION
DOLLARS ($300,000,000.00) (together with any additional Notes delivered as
provided herein, and as same may be hereafter amended and/or restated, the “Note”);
(iii) the Mortgage, (iv) UCC financing statements; (v) the
Assignment of Leases and Rents; (vi) the Assignment of Contracts, Licenses
and Permits; (vii) the Guaranty from Guarantor; and (viii) the
environmental insurance policy or Environmental Indemnity from Borrower and
Guarantor, as applicable.


 


Each of the Loan Documents listed in items (i) through
(ix), inclusive is dated of even date herewith. 
The Mortgage, Assignment of Leases and Rents, Assignment of Contracts,
Licenses and Permits, UCC Financing Statements, Environmental Indemnity and
Guaranty are sometimes collectively referred to as the “Security Documents”.


 


4.                                       CONTINUING
AUTHORITY OF AUTHORIZED REPRESENTATIVES.  Agent and each of the Lenders is authorized
to rely upon the continuing authority of the persons, officers, signatories or
agents hereafter designated (“Authorized Representatives”) to bind Borrower
with respect to all matters pertaining to the Loans and the Loan Documents
including, but not limited to, the selection of interest rates.  Such authorization may be changed only upon
written notice to Agent accompanied by evidence, reasonably satisfactory to
Agent, of the authority of the person giving such notice and such notice shall
be effective not sooner than five 


 


6

















 


(5) Business Days
following receipt thereof by Agent.  The
present Authorized Representatives are listed on Exhibit C.  Agent shall have a right of approval, not to
be unreasonably withheld or delayed, over the identity of the Authorized
Representatives so as to assure Agent and each of the Lenders that each
Authorized Representative is a responsible and senior official of Borrower.


 


5.                                       CONSULTANTS.


 


5.1                                              Right to Employ.  Agent shall have the right to employ its own
personnel, on its behalf and on behalf of the Lenders, or one or more
engineers, architects, builders or other construction specialists,
environmental advisors, scientists, accountants, and attorneys to act as an
advisor to Agent and the Lenders in connection with the Loans (each of which
shall be a “Lenders’ Consultant”).


 


5.2                                              Functions.  The functions of a Lenders’ Consultant shall
include, without limitation: (i) inspection and physical review of the
Property at the initial closing of the Loans and restoration of the Property
after casualty; (ii) review and analysis of any work to be done in
connection with the Property at the initial closing and/or funding of the
Loans, the restoration of the Property after casualty or in connection with the
exercise by the Agent of its rights and remedies during the existence of an
Event of Default; (iii) review and analysis of environmental matters at
the initial closing and/or funding of the Loans, in connection with an
environmental Event of Default or in connection with the exercise by the Agent
of its rights and remedies during the existence of an Event of Default; and (iv) review
and analysis of financial and legal matters in connection with the initial
closing and/or funding of the Loans and any partial releases under Section 9.21.


 


5.3                                              Payment.  The reasonable and actual costs and fees of
Lenders’ Consultants shall be paid by Borrower upon billing therefor.


 


5.4                                              Access.  Subject to the rights of tenants under any
Lease, any other occupants of the Property and Borrower’s right to be present
at all times, Borrower shall provide Lenders’ Consultants with continuing
access to all aspects of the Property and Borrower’s books and records related
thereto at reasonable times during the day and upon at least five (5) Business
Days’ prior written notice to Borrower.


 


5.5                                              No Liability.  Neither Agent nor any Lender nor any of
Lenders’ Consultants shall have liability to Borrower, Guarantor, or any third
party, on account of: (i) services performed by Lenders’ Consultant; (ii) any
failure or neglect by Lenders’ Consultant to properly perform services; or (iii) any
approval or disapproval of work, plans or other matters, provided nothing
contained herein shall be deemed a release of any such party of any claim or
liability arising from such party’s willful misconduct or any other act in the
nature of a tort claim.  Neither Agent
nor any Lender nor Lenders’ Consultant shall have any obligation regarding
proper performance of work related to the Property.  Borrower shall have no rights under or
relating to any agreement, report, or similar document prepared by any Lenders’
Consultant for Agent or the Lenders.


 


7

















 


6.                                       LOAN
DISBURSEMENT AND BORROWER’S REQUIRED EQUITY CONTRIBUTIONS.


 


6.1                                              Advance of Loan
Proceeds.


 


6.1.1                                              The Lenders
shall, on the date of this Agreement, subject to compliance with all of the
other terms, conditions and provisions of this Agreement, make an initial
disbursement of the Loan proceeds in an amount equal to the Loan Amount of the
Kendallville Property.  Any advances of
proceeds of the Loans shall be made by the Lenders pro rata in accordance with
each Lender’s Commitment Percentage.


 


6.1.2                                                 At such time as
a Borrower desires to obtain a Loan hereunder for the acquisition of a
Property, it shall provide the Agent at least fifteen (15) days written notice
of such request.  The Lenders providing
of Loans for such acquisition shall be subject to (a) there be no Default
in existence at such time, (b) the Borrower’s investment of the determined
amount of the Required Equity Contribution for the acquisition of such
Property, and (c) the Borrower’s satisfaction of all conditions precedent
set forth Section 2.7 and Section 7 below with respect to the
Property being acquired.


 


6.2                                              Required Equity
Contribution; Additional Funds From Borrower.  Borrower agrees to make and maintain Borrower’s
“Required Equity Contribution” which shall consist of the initial contribution
necessary to complete the acquisition of each Property.


 


7.                                       CONDITIONS
PRECEDENT.  It shall be
a condition precedent of Lenders’ obligation to close and fund the Loans that
each of the following conditions (in each instance, as applicable to the
Property being acquired) precedent be satisfied in full (as determined by each
Lender in its discretion which discretion shall be exercised in good faith
having due regard for the advice of Lenders’ Consultants), unless specifically
waived in writing by all of the Lenders at or prior to closing and funding the
Loans, Lender’s funding of a Loan conclusively establishing the satisfaction or
waiver of each of the following conditions precedent as to such Loan, such
Borrower and such Property being acquired:


 


7.1                                              Satisfactory
Loan Documents.  Each of the
Loan Documents and Security Documents shall be satisfactory in form, content
and manner of execution and delivery to Agent and each of the Lenders and Agent’s
counsel.


 


7.2                                              No Material
Change.  No material adverse change
shall have occurred in the financial condition, business, affairs, operations
or control of Borrower, or Guarantor, since the date of their
respective financial statements most recently delivered to Agent.


 


7.3                                              Warranties and
Representations Accurate.  All
warranties and representations made by or on behalf of any of Borrower  or
Guarantor to Agent or any Lender shall be true, accurate and complete in all
material respects and shall not omit any material fact necessary to make the
same not misleading.


 


7.4                                              Financials and
Appraisals.  Agent and
each of the Lenders shall have received and approved: (i) financial
statements from Guarantor complying with the standards set forth in Section 9.2.;
and (ii) an appraisal of the subject Property from an appraiser acceptable
to Agent and each of the Lenders setting forth an appraised value of the
Property which results in the amount of the Loan being advanced being no
greater than 75% of the Appraised Value of the Property being acquired.


 


8

















 


7.5                                              Validity and
Sufficiency of Security Documents.  The Mortgage and the other Security Documents
shall create a valid and perfected lien on the property described therein (“Collateral”)
and each of the Security Documents and related UCC filings shall have been duly
recorded and filed to the satisfaction of Agent, each of the Lenders and Agent’s
counsel.


 


7.6                                              No Other Liens;
Taxes and Municipal Charges Current.  The Collateral shall not be subject to any
liens or encumbrances, whether inferior or superior to the Loan Documents or
the Security Documents, except in respect of: (i) real estate taxes and
personal property taxes not yet due and payable; and (ii) Permitted Title
Exceptions, if any.  All real estate
taxes, personal property taxes and other municipal charges relating to any of
the Collateral shall be current.


 


7.7                                              Property
Matters.  Agent and each of the Lenders
shall have received and independently approved each of the following: (i) evidence
of Licenses and Permits for the subject Property sufficient to allow the
subject Property to be operated in the ordinary course of business; (ii) a
report from a Lenders’ Consultant to the effect that the subject Property is in
good repair and safe condition with no structural deficiencies and no material
need for repairs or replacements except in the ordinary course of business; (iii) a
detailed, current rent roll together with copies of all leases and lease
guaranties; and (iv) a copy of each Lease with a Major Tenant.


 


7.8                                              Compliance With
Law.  Agent and each of the Lenders
shall have received and independently approved evidence that:


 


7.8.1                                                 Present
Compliance.  All real
estate and tangible personal property constituting or intended to constitute
Collateral for the Loan complies with all applicable Legal Requirements and the
provisions of all applicable Licenses and Permits.


 


7.8.2                                                 No Prohibitions
or Violations.  There are
no applicable Legal Requirements which prohibit or adversely limit the use of
the subject Property for the purposes the same are intended for, nor is there
any outstanding and uncured violation of any applicable Legal Requirements.


 


7.8.3                                                 Licenses and
Permits.  All Licenses and Permits and
private approvals of every nature whatsoever, if any, which are reasonably
necessary in order to allow the operation of the subject Property as contemplated
by this Agreement and as needed under applicable Legal Requirements have been
duly and finally received with all appeal periods therefrom having elapsed,
with no appeal having been taken therefrom, and with no violations existing
under the terms thereof.


 


7.9                                              Title
Insurance; other Evidence of Perfection.  Agent shall have received: (i) a
mortgagee’s title insurance policy (and, as required by the Agent, an
endorsement to any existing policy) which meets Agent’s and each of the Lenders’
title insurance requirements previously furnished to Borrower to the reasonable
satisfaction of Agent, each of the Lenders and Agent’s counsel; and (ii) such
other evidence of the perfection of its security interests as Agent and its
counsel may reasonably require.


 


7.10                                        Survey.  Agent shall have received and approved a
current, on-site instrument survey of the subject Land containing a
certification thereon, or on a separate surveyor’s 


 


9

















 


certificate, of a Registered
Land Surveyor reasonably acceptable to Agent which meets Agent’s survey
requirements previously furnished to Borrower.


 


7.11                                        Condition of
Property.  There shall
have been no material unrepaired or unrestored damage or destruction by fire or
otherwise to any of the real or tangible personal property comprising or
intended to comprise the Collateral.


 


7.12                                        No Takings.  Neither the subject Property nor any material
portion thereof shall have been taken by eminent domain nor shall there be any
written threat of such a taking.


 


7.13                                        Insurance.  Borrower shall have provided to Agent and
each of the Lenders with respect to the subject Property and the Collateral
evidence of: (i) insurance coverages which meet the property, hazard and
other insurance requirements set forth on Exhibit D of this Loan Agreement
to the satisfaction of Agent and Agent’s Consultants; and (ii) premiums for
such insurance have been paid current.


 


7.14                                        Utilities;
Water; Drainage.  Agent shall
have received reports addressed to Agent from qualified engineers satisfactory
to Agent that sanitary drinking water, sanitary sewer disposal systems, utility
and power connections and storm drainage adequate for the subject Property are
available as a matter of right and that all Licenses and Permits and contracts
therefor have been duly obtained or an endorsement to Lender’s title insurance
policy reasonably satisfactory to Lender with respect to such matters.


 


7.15                                        Hazardous
Waste, Hazardous Materials and Toxic Substances.  Agent and each of the Lenders shall have
received, and in its sole discretion approved, satisfactory reports addressed
to Agent and each of the Lenders from acceptable, qualified professionals
prepared in accordance with Agent’s protocols indicating the acceptability of
the environmental risk associated with the subject Property, addressing the
existence of any Hazardous Materials at, or which may affect, the subject
Property and the Property’s compliance with Environmental Legal Requirements.


 


7.16                                        Organizational
Documents and Entity Agreements.  Agent and each of the Lenders shall have
received and approved the organizational documents of the subject Borrower,
Guarantor, SAgE and of those entities who execute any documents on their
behalf.


 


7.17                                        Votes, Consents
and Authorizations.  Agent and
each of the Lenders shall have received and approved certified copies of all
partnership, entity and corporate votes, consents and authorizations as may be
reasonably required to evidence authority for: (i) funding the Loans and
the transactions contemplated hereby; (ii) providing continuing
authorization to designated persons to deal in all respects on behalf of
Borrower; and (iii) the execution of all Loan Documents.


 


7.18                                        Legal and Other
Opinions.  Agent and
each of the Lenders shall have received and approved legal opinion letters from
counsel representing Borrower and Guarantor which meet Agent’s and each of the
Lenders’ reasonable legal opinion requirements with respect to the due
execution and enforceability of the Loan Documents.


 


10

















 


7.19                                        Leasing Matters.  Agent shall have received and approved a
current rent roll for the subject Property, complete copies of the Major
Leases, and a subordination and attornment
agreements from the Major Tenants for the subject Property.


 


7.20                                        Zoning
Compliance.  Agent shall
have received a zoning report regarding the subject Property from Planning and
Zoning Resource Corporation or another zoning review company proposed by
Borrower and approved by Agent, which report shall be in form and substance
acceptable to Agent, and which states the subject Property is in material
compliance with applicable zoning requirements.


 


7.21                                        No Default.  There shall not be any Default under any of
the Loan Documents or any Bridge Loan Default.


 


8.                                       WARRANTIES AND
REPRESENTATIONS.  Borrower
warrants and represents to Agent and each of the Lenders to Borrower’s
knowledge for the express purpose of inducing Lenders to enter into this
Agreement, to make the Loan, and to otherwise complete all of the transactions
contemplated hereby, that as of the date of this Agreement, upon the date each
Loan is funded and at all times thereafter that Loan funds are outstanding from
Lenders to Borrower until the Loans have been repaid and all obligations to
each of the Lenders have been satisfied as follows (with each representation
and warranty as to each Property becoming effective as of the date such
Property becomes collateral for the Loans):


 


8.1                                              Financial
Information.  True,
accurate and complete financial statements of Borrower and Guarantor have been delivered to Agent and each of the Lenders
and the same fairly present the financial condition of Borrower and Guarantor as of the dates thereof
and no material and adverse change has occurred in such financial condition
since the dates thereof.  All financial
statements of Borrower and Guarantor
hereafter furnished to Agent and each of the Lenders shall be true, accurate
and complete and shall fairly present the financial condition of Borrower and Guarantor as of the dates thereof.


 


8.2                                              No Violations.  The consummation of the Loans and the
subsequent payment and performance of the obligations evidenced and secured by
the Loan Documents by Borrower shall not constitute a material violation of, or
material conflict with, any law, order, regulation, contract, agreement or
organizational document to which Borrower or Guarantor is a party or by which
Borrower or Guarantor, or the property thereof, may be bound.


 


8.3                                              No Litigation.  There is no material litigation now pending,
or to the best of Borrower’s knowledge threatened, against Borrower or Guarantor which if adversely
decided could materially impair the ability of Borrower or Guarantor to pay and perform its material obligations hereunder
or under the other Loan Documents.


 


8.4                                              Leases.  True and complete copies of all leases of the
Property which are now in effect (and all guaranties thereof) have been
delivered to Agent.  Such leases have not
been further amended or changed in any respect and are in full force and
effect, enforceable in accordance with the terms thereof, subject, however, to
the terms of the Loan Documents.


 


11

















 


8.5                                              Compliance With
Legal Requirements.  The
Property complies with, and shall continue to comply with, all material Legal
Requirements and any and all covenants, conditions, restrictions or other
matters which materially affect the Property.


 


8.6                                              Required
Licenses and Permits.  All
Licenses and Permits which are reasonably required in order to operate the
Property in the usual course of business have been duly and properly obtained,
and will remain in full force and effect, and have been, and shall be complied
with, in all material respects.


 


8.7                                              Curb Cuts and
Utility Connections.  All
required curb cuts, utility connections and Licenses and Permits therefor have
been duly obtained and are in full force and effect and all utility services as
reasonably required for water, gas, electric, telephone, sewer and storm
drainage and sanitary waste disposal are and shall be available as a matter of
right and to an extent adequate to serve the Property for their intended uses.


 


8.8                                              Good Title and
No Liens.  Each
Borrower is the lawful owner of the subject Property (or the ground lessee’s
interest therein) and of areas over, under or on which utility or passage
easements are required to make use of such Property and parking as contemplated
by the Loan Documents, and is and will be the lawful owner of such Property,
free and clear of all liens and encumbrances of any nature whatsoever, except
for the matters, if any, which are listed as Permitted Title Exceptions in the
Mortgage and subject to rights of contest pursuant to the Loan Documents.


 


8.9                                              Use of Proceeds.  The proceeds of the Loans shall be used
solely and exclusively for the purposes set forth in Section 1.4 and
payment of costs and expenses incurred in connection with the financing
provided by the Loans.  No portion of the
proceeds of the Loans shall be used directly or indirectly, and whether
immediately, incidentally or ultimately (i) to purchase or carry any
margin stock, or to extend credit to others for the purpose thereof, or to
repay or refund indebtedness previously incurred for such purpose, or (ii) for
any purpose which would violate or is inconsistent with the provisions of
regulations of the Board of Governors of the Federal Reserve System including,
without limitation, Regulations G, T, U and X thereof.


 


8.10                                        Entity Matters.


 


8.10.1                                           Organization.  Each Borrower is a duly organized validly
existing limited liability company in good standing under the laws of Delaware,
and is duly qualified in each jurisdiction where the Property owned by such
Borrower is situated and in each jurisdiction where the nature of its business
is such that qualification is required and has all requisite power and
authority to conduct its business and to own its property, as now conducted or
owned, and as contemplated by this Loan Agreement.


 


8.10.2                                           Ownership and
Taxpayer Identification Numbers.  All of the members of each Borrower, and a description of the ownership
interests and debts of Borrower
held by the same, are listed in Exhibit B and no additional ownership
interests, or rights or instruments convertible into such ownership interests,
shall be issued, nor shall any ownership change, except for Permitted
Transfers.  Identity and ownership of any
Guarantor which is not a natural person is accurately stated on Exhibit B.  The taxpayer 


 


12

















 


identification number(s) of
each Borrower  and the Guarantor
are accurately stated in Exhibit B.


 


8.10.3                                           Authorization.  All required entity actions and proceedings have been duly taken so as to
authorize the execution and delivery by each Borrower and Guarantor of the Loan
Documents.


 


8.11                                        Valid and
Binding.  Each of the Loan Documents
constitute legal, valid and binding obligations of each Borrower and, where
applicable, Guarantor and each constitute legal, valid and binding obligations
of the parties thereto, in accordance with the respective terms thereof,
subject to bankruptcy, insolvency and similar laws of general application
affecting the rights and remedies of creditors and, with respect to the
availability of the remedies of specific enforcement, subject to the discretion
of the court before which any proceeding therefor may be brought.


 


8.12                                        Deferred
Compensation and ERISA. 
Borrower does not have any pension, profit sharing, stock option,
insurance or other arrangement or plan for employees covered by Title IV of the
Employment Retirement Security Act of 1974, as now or hereafter amended (“ERISA”)
except as may be designated to Agent in writing by Borrower from time to time (“ERISA
Plan”) and no “Reportable Event” as defined in ERISA has occurred and is now continuing
with respect to any such ERISA Plan.  The
granting of the Loans, the performance by each Borrower of its obligations
under the Loan Documents and each Borrower’s conducting of its operations do
not and will not violate any provisions of ERISA.


 


8.13                                        No Material
Change; No Default.  There has
been no material and adverse change in the financial condition, business,
affairs or control of any Borrower or Guarantor since the date of their
respective last financial statements most recently delivered to the Agent and
each of the Lenders in accordance with the requirements of Section 9.2.
hereof.  No Default exists under any of
the Loan Documents or any Major Lease in excess of 10,000 square feet in any
single instance, or in excess of 50,000 square feet in the aggregate. There is
no Default on the part of Borrower or
Guarantor under this Agreement or any of the other Loan Documents and no
event has occurred and is continuing which could constitute a Default under any
Loan Document.  Each Borrower has filed
all required federal, state and local tax returns and has paid all taxes due
pursuant to such returns or any assessments against a Borrower or the Property.


 


8.14                                        No Broker or
Finder.  Neither Borrower, nor
Guarantor, nor anyone on behalf thereof, has dealt with any broker, finder or
other person or entity who or which may be entitled to a broker’s or finder’s
fee, or other compensation, payable by Agent or any Lender in connection with
this Loan.


 


8.15                                        Background
Information and Certificates.  All of the factual information contained or
referred to in Section 1 of this Agreement and in the Exhibits to this
Agreement or the other Loan Documents, and in the certificates and opinions
furnished to Agent or any Lender by or on behalf of Borrower in connection with
the Property or the Loans, is true, accurate and complete in all material
respects, and omits no material fact necessary to make the same not misleading.


 


13

















 


8.16                                        Guarantor’s
Warranties and Representations.  Borrower has no reason to believe that any
warranties or representations made in writing by Guarantor to Agent are untrue,
incomplete or misleading in any respect.


 


9.                                       COVENANTS.  Each Borrower covenants and agrees that from
the date hereof and so long as any principal amount of the Loans remain unpaid
hereunder, or any of the Loans or other obligations remains outstanding, as
follows:


 


9.1                                              Notices.  Each Borrower shall, with reasonable
promptness, but in all events within ten (10) days after it has actual
knowledge thereof, notify Agent and each of the Lenders in writing of the
occurrence of any act, event or condition which constitutes a Default under any
of the Loan Documents.  Such notification
shall include a written statement of any remedial or curative actions which
Borrower proposes to undertake to cure or remedy such Default.


 


9.2                                              Financial
Statements and Reports. 
Borrower shall furnish or cause to be furnished to Agent and each of the
Lenders from time to time, the following financial statements and reports and
other information, all in form, manner of presentation and substance acceptable
to Agent and each of the Lenders (provided that Borrower statements, reports
and other information provided in forms substantially similar to forms previously
delivered to Agent shall be acceptable to Agent and each of the Lenders):


 


9.2.1                                                 Annual
Statements.  Within
ninety (90) days following the end of each calendar year, audited financial
statements of Borrower, Guarantor and SAgE prepared utilizing tax basis
accounting, or other recognized method of accounting acceptable to Agent,
consistently applied, in form and
manner of presentation acceptable to Agent by an independent, certified
public accountant acceptable to Agent, such financial statements to include and
to be supplemented by such detail and supporting data and schedules as Agent
may from time to time reasonably determine;


 


9.2.2                                                 Periodic
Statements.  Within
thirty (30) days following the end of each calendar quarter the following,
internally prepared by each Borrower and certified by each Borrower to be true,
accurate and complete: (i) an operating statement showing the results of
operation for the prior quarter and on a year-to-date basis for the period just
ended and, within thirty (30) days following the end of each calendar year, an
operating statement for the year just ended; (ii) a detailed, current rent
roll of the Property, containing such details as Agent may reasonably request,
and (iii) cash flows for the quarter just ended;


 


9.2.3                                                 Data Requested.  Within a reasonable period of time and from
time to time such other financial data or information as Agent may reasonably
request with respect to the Property or a Borrower, including, but not limited
to, rent rolls, aged receivables, aged payables, leases, budgets, forecasts,
reserves, cash flow projections, physical condition of the Property and pending
lease proposals;


 


9.2.4                                                 Tax Returns.  Upon
Agent’s request, complete copies of all federal and state tax returns
and supporting schedules of Borrower, Guarantor and SAgE;


 


14

















 


9.2.5                                                 Lease Notices.  Concurrently with the giving thereof, and
within ten (10) Business Days of receipt thereof, copies of all notices,
other than routine correspondence, given or received with respect to the leases
to a Major Tenant.


 


9.2.6                                                 Pro Forma and
Business Plan.  Thirty (30)
days prior to the end of each calendar year, a pro-forma cash flow statement
for each Property for the next year, in form acceptable to Agent, together with
copies of all budgets, forecasts and projections which support the pro-forma
and an annual business plan for the ensuing calendar year.


 


9.2.7                                                 Guarantor’s
Statements.  The
financial statements and reports required to be furnished by Guarantor as set
forth in the Guaranty.


 


9.3                                              Payment of
Taxes and Other Obligations.  Subject
to the right to contest set forth in Section 10.1, each Borrower
shall duly pay and discharge, or cause to be paid and discharged, before the
same shall become overdue, all taxes, assessments and other governmental
charges payable by it, or with respect to the Property, as well as all claims
or obligations for labor, materials, supplies or services (involving an amount
in excess of $10,000.00 in any instance or $25,000.00 in the aggregate) or for
borrowed funds in any amount.


 


9.4                                              Conduct of
Business; Compliance With Law.  Each Borrower shall engage solely in the
ownership and operation of the Property, and will not enter into any new
ventures, or undertake any Investments, except as permitted in Section 9.8,
or any new business dealings, if unrelated to the acquisition, development,
maintenance, operation or disposition of the Property, without Agent’s express
prior written consent in each instance. 
As an express inducement to the Lenders to make and maintain the Loans,
each Borrower agrees at all times prior to payment and satisfaction of all
Obligations to be and remain a single purpose entity.  Each Borrower shall operate the Property and
conduct its affairs in a lawful manner and in compliance with all Legal
Requirements applicable thereto and all provisions of ERISA.


 


9.5                                              Insurance.  Each Borrower shall at all times maintain or
cause to be maintained in full force and effect the insurance coverages set
forth in Exhibit D of this Loan Agreement and shall cause Agent, on behalf
of the Lenders, to be designated as mortgagee/loss payee/additional insured in
accordance with the requirements of Exhibit D. All insurance premiums
shall be paid annually, in
advance, and Agent and each of the Lenders shall be provided with evidence of
such prepayment of insurance premiums prior to closing and thereafter at least
thirty (30) days prior to each annual
renewal or replacement of such coverages.


 


9.6                                              Restrictions on
Liens, Transfers and Additional Debt.


 


9.6.1                                                 Prohibited
Transactions.  Subject to
rights of contest under the Loan Documents, except for Permitted Transactions,
a Borrower shall not:


 


(i)                                                     create or
incur, or suffer to be created or incurred, or to exist, any encumbrance,
mortgage, pledge, lien, charge or other security interest of any kind upon any
of its assets of any character whether
or not related to the Property, or any portion thereof, whether now
owned or hereafter acquired or upon the proceeds or products thereof;


 


15














 


(ii)                                                  create or incur
any indebtedness for borrowed funds whether secured or unsecured either
directly or as a guarantor except for the Loans and the Bridge Loans;


 


(iii)                                               directly or
indirectly permit any sale, transfer, exchange, assignment or pledge of or
grant of any security interest in any ownership interests in Borrower; or


 


(iv)                                              sell, convey,
transfer or exchange any of its assets of any character, or any portion
thereof, whether now owned or hereafter acquired.


 


9.6.2                                                 Permitted
Transactions.  The term “Permitted
Transactions” shall mean Permitted Transfers, Permitted Additional Debt,
Permitted Title Exceptions and Approved Leases.


 


9.6.3                                                 Permitted
Transfers.  The term “Permitted
Transfers” shall mean:


 


(i)                                                     the Security
Documents and other agreements in favor of Agent including the Security
Documents in favor of Agent pertaining to the Loans and the Bridge Loans;


 


(ii)                                                  transactions,
whether outright or as security, for which Agent’s prior written consent has
been obtained, which consent may be withheld, granted or granted conditionally,
subject to such protective and other conditions as Agent may require in its
sole and absolute discretion;


 


(iii)                                               sales or
dispositions in the ordinary course of business of worn, obsolete or damaged
items of personal property or fixtures which are suitably replaced;


 


(iv)                                              transfers and
sales of a Property subject to the requirements of Section 9.21 below;


 


(v)                                                 any transfer
pursuant to the Bridge Loan Documents;


 


(vi)                                              a STAG III
Transfer;


 


(vii)                                           an NED
Transfer; and


 


(viii)                                        other matters
approved by Agent.


 


9.6.4                                                 Permitted
Additional Debt.  The term “Permitted
Additional Debt” shall mean:


 


(i)                                                     transactions,
whether secured or unsecured, for which Agent’s prior written consent has been
obtained, which consent may be withheld, granted or granted conditionally
subject to such protective and other conditions as Agent may require in its
sole and absolute discretion;


 


16

















 


(ii)                                                  indebtedness
incurred in the ordinary course of business for the purchase of goods or
services which are payable, without interest, within thirty (30) days of
billing;


 


(iii)                                               fully
subordinated unsecured loans from owners of Borrower the proceeds of which are used solely to pay costs related to the
Property so long as the applicable creditor has entered into a
subordination and standstill agreement which is fully satisfactory to Agent in
Agent’s sole and absolute discretion; and


 


(iv)                                              the Bridge
Loan.


 


9.6.5                                                 Additional
Funds.  All funds required for the
operation of the Property in excess of those available from ordinary cash flow
of the Property shall be provided by Borrower, or its owners, or Guarantor, as
additional equity contributions or by Permitted Additional Debt.


 


9.6.6                                                 Right To
Accelerate Loans.  The Loans
shall become due and payable in full, and the Agent shall have the right to
accelerate the Loans and declare an Event of Default, at the option of Agent or
at the direction of the Majority Lenders, upon any breach or violation of the
provisions of Section 9.6., subject to Borrower’s rights to cure;  provided,
however, except for a voluntary conveyance, mortgage or lien (as to which no
notice or grace periods shall be applicable), a Default under Section 9.6
shall be subject to the grace or notice periods provided in Section 11.1.3
or 11.2.4, whichever is shorter.


 


9.6.7                                                 Agent’s Options.  Except as otherwise provided in Section 15.19
Agent may, with the approval of the Majority Lenders, in lieu of accelerating
the Loans, and in its sole and absolute discretion, agree to waive compliance
with the provisions of this Section 9.6. in any instance upon compliance
with such terms and conditions as the Agent or the Majority Lenders may impose,
including, without limitation, the payment of a material fee and an increase in
the interest rate and other terms. 
Except for Permitted Transfers, the Agent or the Majority Lenders may
grant or withhold, or conditionally grant, their consent to any proposed
transfer in its sole and absolute discretion. 
In the case of a sale or transfer with the required prior written
consent, or any such Permitted Transfer, the seller or transferor shall remain
jointly and severally liable with the purchaser or transferee for all
liabilities of Borrower or its owners hereunder.


 


9.6.8                                                 As used herein,
an “NED Transfer” means transfers of direct or indirect interests in SAgE as
long as, following any such transfer, at least 51% of SAgE continues to be
owned, directly or indirectly by NED Investors (as defined below) or their
Affiliates (as defined below) and/or by STAG Investors (as defined below) or
their Affiliates.


 


As used in this Agreement, “STAG
III Transfer”  means transfers of direct
or indirect interests in STAG III as long as, following any such transfer, at
least 51% of STAG III continues to be owned, directly or indirectly by STAG
Investors and/or NED Investors or their Affiliates; provided, however,
at the time of such STAG III Transfer, (i) no Event of Default shall have
occurred and be continuing, and (ii) the Bridge Loan shall 


 


17

















 


have been repaid in full.


 


As used in this Agreement, “NED
Investors” means (i) Stephen Karp, (ii) Steven Fischman, (iii) Gregory
Sullivan, (iv) their family members or trusts for the benefit of the foregoing
individuals or their family members, and/or (y) any entity in which more
than fifty percent (50%) of the beneficial interests are directly or indirectly
owned by Stephen Karp, Steven Fischman, Gregory Sullivan, their family members
and/or by trusts for the benefit of such individuals and/or their family
members.


 


As used in this Agreement, “STAG
Investors” means (i) Benjamin S. Butcher, (ii) his family, members or
trusts for the benefit of Benjamin S. Butcher and/or his family members, (iii) institutional
members of STAG Investments III, LLC, (iv) any entity in which more than
fifty percent (50%) of the beneficial interests are directly or indirectly
owned by Benjamin S. Butcher, his family members and/or by trusts for the
benefit of Benjamin S. Butcher and/or his family members and/or (v) any
entity in which more than fifty percent (50%) of the beneficial interests are
directly or indirectly owned by the Treasurer of the State of North Carolina.


 


As used in this Agreement, “Affiliate(s)”
means a person or an entity that controls, is controlled by, or is under common
control with the person or entity with respect to which the determination is to
be made, and the terms “control,” “controls,” and “under common control with,”
mean the direct or indirect power to direct or cause the direction of the
management and policies of the company, partnership, limited liability company,
trust or entity with respect to which the determination is to be made, whether
through the ownership of voting securities, by contract or otherwise.


 


9.7                                              Limits on
Guaranties and Distributions.


 


9.7.1                                                 Limits.  A Borrower shall not guarantee to anyone the
obligations of any person or entity.  A
Borrower shall not pay any money or distribute any property (in any form) to
its owners, in any capacity, or
to any affiliated entity or related party, except for Permitted Distributions.


 


9.7.2                                                 Permitted
Distributions.  The term “Permitted
Distributions” shall mean so long as no Default or Event of Default has
occurred (unless waived by the Majority Lenders as set forth in Section 11.4)
any of the following payments: payments
to owners and affiliates in the normal course of business.


 


9.8                                              Restrictions on
Investments.  A Borrower
will not make or permit to exist or to remain outstanding any Investment out of
proceeds of the Loans or the proceeds of a Property except an Investment in
assets as to which Agent has a perfected first lien mortgage or security
interest and which are in:


 


(i)                                                     marketable
direct or guaranteed general obligations of the United States of America which
mature within one year from the date of purchase by Borrower;


 


(ii)                                                  bank deposits,
certificates of deposit and banker’ s acceptances, or other obligations in or
of Lenders or other banks located within and chartered by the United 


 


18

















 


States
of America or a state and having assets of over $500,000,000.00; and


 


(iii)                                               personal
property and real estate acquired in the normal and ordinary course of Borrower’s
present business and in connection with a Property.


 


All such Investments shall
be made in a manner which assures that Agent shall have and maintain a
perfected first lien security interest therein.


 


9.9                                              Indemnification
Against Payment of Brokers’ Fees.  Each Borrower agrees to defend, indemnify and
save harmless Agent and each of the Lenders from and against any and all
liabilities, damages, penalties, costs, and expenses, relating in any manner to
any brokerage or finder’s fees in respect of the Loans.


 


9.10                                        Limitations On
Certain Transactions.  Each
Borrower agrees to the following limitations:


 


9.10.1                                           No Merger or
Acquisition.  Except with
respect to Permitted Transactions, a Borrower shall not dissolve or liquidate,
nor merge or consolidate with or otherwise acquire all or substantially all of
the assets of any other entity.


 


9.10.2                                           Contracts of a
Material or Significant Nature.  A Borrower shall not enter into any merger or
consolidation agreements.  Except for
contracts otherwise complying with this Agreement or any contact for the sale
of all or a portion of the Property and contracts incident to the routine
operation of the Property such as utilities, insurance and maintenance,
Borrower shall not enter into any other contracts, agreements or purchase
orders which would involve the expenditure of more than $100,000 in the
aggregate in any year relating to each Property without Agent’s prior written
consent, which consent shall not be unreasonably withheld or delayed, but which
consent may be conditioned upon a demonstration by Borrower to Agent’s
reasonable satisfaction that the contract, agreement or purchase order is
reasonable and that Borrower has adequate resources to pay and perform the
same.


 


9.11                                        Approval of
Management and Management Contract.  Agent shall have the continuing right to
approve the identity of any management company operating a Property and the
terms and conditions of the contract for such management.  Agent’s approval shall not be unreasonably
withheld, conditioned or delayed and Agent hereby approves STAG Capital
Partners LLC as a management company.


 


9.12                                        RESERVED.


 


9.13                                        Place for
Records: Inspection.  Each
Borrower shall maintain all of its business records at the address specified at
the beginning of this Agreement.  Upon
five (5) Business Days, prior notice and at reasonable times during normal
business hours Agent shall have the right (through such agents or Consultants
as Agent may designate) to examine Borrower’s property and make copies of and
abstracts from Borrower’s books of account, correspondence and other records
and to discuss its financial and other affairs with any of its owners and any
accountants hired by Borrower, it being agreed that Agent and each of the
Lenders shall use reasonable efforts to not divulge information obtained from
such examination to others except in 


 


19

















 


connection with Legal
Requirements and in connection with administering the Loans, enforcing its
rights and remedies under the Loans Documents and in the conduct, operation and
regulation of its banking and lending business (which may include, without
limitation, the transfer of the Loans or of participation interests
therein).  Any assignee or transferee of
the Loans, co-lenders or any holder of a participation interest in the Loans
shall be entitled to deal with such information in the same manner and in
connection with any subsequent transfer of its interest in the Loans or of
further participation interests therein.


 


9.14                                        Costs and
Expenses.  Borrower
shall pay all costs and expenses (excluding salaries or wages of employees of
Agent) reasonably incurred by Agent in connection with the implementation of
the Loan and the administration of the Loans, including, without limitation,
reasonable legal fees and disbursements, appraisal fees, inspection fees, plan
review fees, travel costs, fees and out-of-pocket costs of independent
engineers and consultants, Borrower shall pay all costs and expenses (excluding
salary and wages of employees of Agent or any Lender) reasonably incurred by
Agent and each of the Lenders in connection with the enforcement of Agent’s and
the Lenders’ rights under the Loan Documents. 
Borrower’s obligations to pay such costs and expenses shall include,
without limitation, all reasonable attorneys, fees and other costs and expenses
reasonably incurred for preparing and conducting litigation or dispute
resolution arising from any breach by Borrower or any Guarantor or Indemnitor
of any covenant, warranty, representation or agreement under any one or more of
the Loan Documents.


 


9.15                                        Compliance with
Legal Requirements.  Each
Borrower shall comply with all Legal Requirements applicable to its Property,
such Borrower or both.


 


9.16                                        Indemnification.  Borrower shall at all times, both before and
after repayment of the Loans, at its sole cost and expense defend, indemnify,
exonerate and save harmless Agent and each of the Lenders and all those
claiming by, through or under Agent and each of the Lenders (“Indemnified Party”)
against and from all damages, losses, liabilities, obligations, penalties,
claims, litigation, demands, defenses, judgments, suits, proceedings, costs,
disbursements or expenses of any kind whatsoever, including, without
limitation, reasonable attorneys’ fees and experts, fees and disbursements, which
may at any time (including, without limitation, before or after discharge or
foreclosure of the Mortgage) be imposed upon, incurred by or asserted or
awarded against the Indemnified Party and arising from or out of:


 


(i)                                                     any Hazardous
Materials or any violation of, or failure to comply with, any Environmental
Legal Requirements all as more particularly provided for in the Environmental
Indemnity with respect to the Property or any other Collateral;


 


(ii)                                                  any liability
for damage to person or property arising out of any violation of any Legal
Requirement applicable to the Property, Borrower, or both, or


 


(iii)                                               any act,
omission, negligence or conduct at the Property, or arising or claimed to have
arisen, out of any act, omission, negligence or conduct of Borrower or any
contractor, sub-contractor, tenant, occupant or invitee thereof, which is in
any way related to the Property.


 


Notwithstanding the foregoing, an Indemnified Party shall not be
entitled to indemnification in 


 


20

















 


respect of claims arising from acts of its own gross negligence or
willful misconduct.


 


9.17                                        Leasing Matters.


 


9.17.1                                           Agent’s Further
Approval Required.  Agent’s
prior written approval shall be required in each instance as to: the economic
and other terms of every lease and occupancy agreement of a Property or any
portion thereof; (ii) each tenant; (iii) each guarantor of a tenant’s
obligations; (iv) any consent to subletting or assignment; (v) any
modification or amendment to a lease; and (vi) any termination,
cancellation or surrender of a lease. 
Any lease, or modification or amendment of lease, which has been so
approved by Agent, and, if so requested by Agent as to which the tenant has
executed an SNDA Agreement, estoppel certificate, or both, acceptable to Agent
shall be an “Approved Lease.


 


9.17.2                                           Borrower’s
Requests.  Any request
by a Borrower for an approval from Agent with respect to leasing matters shall
be accompanied, at a minimum, by the following, to the extent applicable: (i) the
proposed lease or amendment or modification thereof complete with all
applicable schedules and exhibits; (ii) a complete copy of any proposed
guaranty, if applicable; (iii) comprehensive financial information with
respect to the proposed tenant, sub-tenant or assignee and, if applicable, the
proposed guarantor (as to new leases or amendments or modifications to existing
leases involving material economic changes, and as to proposed sub-lets or
assignments); (iv) executive summary of the terms and conditions of the
proposed lease, sub-lease or assignment, and, if applicable, the proposed
guaranty; and (v) an executive summary of the facts and conditions
relating to any proposed termination of lease.


 


9.17.3                                           Agent’s and
Lenders’ Response.  The Agent
shall act on requests from a Borrower for any approval under Section 9.17.2
in a commercially reasonable manner and shall use commercially reasonable
efforts to respond to any such request within ten (10) Business Days
following Agent’s receipt thereof.  Agent’s
response may consist of an approval or disapproval of the request, or a
conditional approval thereof subject to specified conditions, or a request for
further data or information, or any combination thereof.  In order to expedite the processing of requests
for such approvals, the applicable Borrower agrees to provide Agent with as
much advance information as is possible in a commercially reasonable manner in
advance of a Borrower’s formal request for an approval.  If the request for approval contains printed
in capital letters or boldface type, a legend substantially to the following
effect:


 


“THIS COMMUNICATION REQUIRES
IMMEDIATE RESPONSE.  FAILURE TO RESPOND
WITHIN FIFTEEN (15)  BUSINESS DAYS FROM
THE RECEIPT OF THIS COMMUNICATION SHALL CONSTITUTE A DEEMED APPROVAL BY THE
AGENT OF THE ACTION REQUESTED BY THE BORROWER AND RECITED ABOVE”


 


then in the event that the
Agent does not approve, reject or request additional information regarding any
such request for consent or acceptance within fifteen (15) Business Days of the
receipt by the Agent of such request and all material information for the Agent
to reasonably review such request, the Agent shall be deemed to have approved
or 


 


21

















 


consented to the action
requested in the request and subject to the following conditions, the lease
with respect thereto shall be an Approved Lease: (i) the execution by the
Borrower and the subject tenant of a lease on terms that do not materially vary
from those set forth in the request, and (ii) Agent shall be provided,
within ten (10) Business Days following execution thereof with a full and
complete copy of the lease.


 


9.17.4                                           SNDAs and
Estoppels.  Agent shall
have the right to require each tenant to execute and deliver to Agent a
subordination, non-disturbance of possession and attornment agreement (“SNDA
Agreement”) in form, content and manner of execution reasonably acceptable to
Agent and, from time to time, an estoppel certificate in form and manner of
execution reasonably acceptable to Agent. 
Upon a Borrower’s request, Agent
shall execute an SNDA Agreement with each tenant under an Approved Lease
upon:  (i) satisfaction of all
landlord obligations under the applicable Approved Lease such that the tenant
has taken full possession of the leases premises and is obligated to pay rent,
and (ii) receipt by Agent of a satisfactory estoppel certificate
confirming the full performance of landlord obligations to date including, but
not limited to, landlord obligations relating to the construction of Tenant
Improvements, and the absence of any fact or circumstance which constitutes, or
with the passage of time or giving of notice, or both, would constitute, a
default under such lease.


 


9.18                                        Loan To Value
Ratio Covenant.


 


9.18.1                                           LTV.  At all times the ratio (“Loan To Value Ratio”
or “LTV”) obtained by dividing: (i) the outstanding principal balance of
the Loan, by (ii) the aggregate Value of the Property, expressed as a
percentage, shall not be greater than seventy-five percent (75%).  For the purposes of this Loan Agreement, the “Value
of the Property” shall mean such Value of the Property (on an aggregate basis)
as determined by the Agent pursuant to each Original Appraisal or by a new
appraisal ordered by and reasonably acceptable to Agent.


 


9.18.2                                           Updated
Appraisals.  Agent shall
have the right at its option, from time to time, to order an update, and shall
upon Borrower’s request, order an update, to the Original Appraisal or a new
appraisal (collectively, an “Updated Appraisal”). Each Updated Appraisal shall
be prepared by the original or more recent appraiser unless Agent makes a good
faith determination not to have such appraiser prepare the same in which event
the Updated Appraisal shall be prepared at Agent’s direction by an appraiser
selected by Agent.  Any appraiser
selected by Agent shall be: (i) an MAI member with not less than ten (10) years
experience appraising properties of a similar type to the Property in the
general area, (ii) otherwise qualified pursuant to provisions of
applicable laws and regulations under and pursuant to which Agent operates, and
(iii) each Updated Appraisal shall be approved by the Majority Lenders,
which approval shall not be unreasonably withheld.  In the event that Borrower does not
reasonably agree with any Updated Appraisal, Borrower may contest the amount
set forth therein by instituting an arbitration proceeding pursuant to Section 9.18.5.


 


9.18.3                                           Costs of
Appraisal.  Borrower
shall pay for the costs of the Original Appraisal and each Updated Appraisal;
provided that Borrower shall not be required to 


 


22

















 


pay for more than one (1) Updated
Appraisal in any twelve (12) month period unless either: (i) an Event of
Default has occurred, or (ii) Agent has determined in good faith that
there is a material likelihood that an updated Appraisal would reflect a
diminution in Value of the Property of ten (10%) percent or more from the most
recent appraisal.


 


9.18.4                                           Principal
Reduction.  If at any time the Loan To Value Ratio is
not satisfied, Borrower shall within thirty (30) days following Agent’s
notice, make either (a) a principal payment in an amount sufficient to
reduce the Loan To Value Ratio to not more than seventy-five percent (75%) or
(b) deliver additional collateral to Agent acceptable to the Agent in its
reasonable discretion, together with such customary documentation and due
diligence as the Agent may reasonably require, with a value (as determined by
the Agent in its reasonable discretion) sufficient to reduce the Loan to Value
Ratio to not more than 75%.  It shall be
an Event of Default if such payment is not so made or additional collateral
delivered within such thirty (30) day period.


 


9.18.5                                           Arbitration. If Borrower
disputes the value of the Property set forth in an Updated Appraisal, and if
such dispute has not been settled by agreement. either party may submit the
dispute to arbitration in accordance with the commercial arbitration rules of
the American Arbitration Association within sixty (60) days after the Updated
Appraisal is delivered to Borrower. The arbitration panel shall consist of one (1) MAI
appraiser selected by each of Borrower and Agent, and a third arbitrator
jointly selected by the first two arbitrators and if the parties cannot agree
on a third arbitrator, the third arbitrator shall be an MAI appraiser with at
least ten (10) years’ experience in the market in which the relevant
portion of the Property is located who is selected by the highest ranking
officer of CB Richard Ellis, it successors or assigns. The arbitration shall be
conducted in Boston, Massachusetts. None of the arbitrators shall have a then
existing contractual or attorney-client relationship with Borrower or Agent.
The arbitrators shall render a written decision stating the reasons therefor.
The decision of the arbitrators shall be final and binding on Borrower and
Agent and judgment thereon may be entered in any court of competent
jurisdiction.  Each party shall bear its own
costs in connection with any such arbitration.


 


9.19                                        Debt Service
Coverage Ratio.


 


9.19.1                                           Certain
Definitions.


 


(i)                                                    “Calculation
Date” shall mean the last day of each calendar quarter commencing with September 30,
2006.


 


(ii)                                                 “Calculation
Period” shall mean each three (3) month
period which ends on a Calculation Date.


 


(iii)                                              “Debt Service
Coverage” shall mean the ratio for the Calculation Period of:  (A) Net Operating Income (in each
instance calculated with respect to each Property which is Collateral) to (B) Debt
Service on the Loan.


 


(iv)                                             “Net Operating
Income” shall mean all revenues paid to Landlord under Approved Leases (i.e., not including any amounts paid by tenants to third 


 


23

















 


parties
pursuant to Approved Leases) and the
ownership and operation of the Property and the interim investment of
accumulated funds minus all Operating Expenses.


 


(v)                                                “Operating
Expenses” shall mean expenditures of all kinds made by Borrower (and not by
Tenant on behalf of Borrower) with respect to the operation of the Property in
the normal course of business including, but not limited to, expenditures for
taxes, insurance, repairs, replacements, maintenance, management fees,
salaries, advertising expenses, professional fees, wages and utility costs,
amounts payable with respect to the Property under or with respect to any
Permitted Title Exceptions, but expressly excluding: (a) any Debt Service
on the Loan, and (b) expenditures made out of reserves previously created,
(c) marketing, advertising and leasing costs and (d) non-recurring
expenses (including any expenditures related to Tenant Improvements which in
accordance with the accrual basis income tax accounting are depreciated or
amortized over a period of less than one (1) year).  Any
expenditures which in accordance with the accrual basis income tax accounting
are depreciated or amortized over a period which exceeds one (1) year
shall be treated as an expenditure, for the purposes of the foregoing
calculations, ratably over the period of depreciation or amortization.


 


(vi)                                             “Debt Service
on the Loan” shall mean (a) if the interest rate under the Loans has been
fixed for the duration of the Loans, the actual principal and interest paid or
payable under the Loan during the Calculation Period, or (b) if the interest
rate under the Loans is a floating rate, the higher of: (i) the actual
principal and interest paid or payable under the Loans during the Calculation
Period, or (ii) the payments of principal and interest that would have
been payable under an assumed loan during the Calculation Period in an amount
equal to the outstanding principal balance of the Loans at the inception of the
relevant Calculation Period bearing interest at the Deemed Rate of Interest
payable on a direct reduction basis over twenty (20) years.


 


(vii)                                          “Deemed Rate of
Interest” shall mean the higher of (a) the actual rates in effect under
the Note, or (b) the annual rate of interest payable on the relevant
Calculation Date (that is, the last day of the applicable Calculation Period)
on ten (10) year United States Treasury obligations in amounts
approximating the principal balance of the Loan at the inception of the
Calculation Period plus one and three quarters percent (1.75%).


 


9.19.2                                           DSC Covenant.  The Debt Service Coverage for each Calculation
Period determined on each Calculation Date shall be not less than 1.25:1.  If such Debt Service Coverage covenant shall
not be satisfied on any Calculation Date, Borrower shall prepay a sufficient
amount of principal outstanding on the Loans such that if such principal
reduction had been made on the first day of the Calculation Period the Debt
Service Coverage covenant would have been satisfied.  It shall be an Event of Default if Borrower
fails to make such a prepayment not later than the first to occur of: (i) thirty
(30) days  after notice from Agent to Borrower properly
requesting the payment, or (ii) if Borrower has failed to give Agent
sufficient reports to enable Agent to make the necessary calculations,
forty-five (45) days following the applicable Calculation Date.


 


24

















 


9.20                                        Replacement
Documentation.  Upon
receipt of an affidavit of an officer of Agent or any Lender as to the loss,
theft, destruction or mutilation of the Note or any other security document
which is not of public record, and, in the case of any such loss, theft,
destruction or mutilation, upon surrender and cancellation of such Note or
other security document, Borrower will issue, in lieu thereof, a replacement
Note or other security document in the same principal amount thereof and
otherwise of like tenor.


 


9.21                                        Partial Release.  Provided no Event of Default is then in
existence hereunder, upon the written request of the Borrower, provided at
least ten (10) Business Days prior to the date of the requested release,
the Agent shall release a Property from the lien of the Security Documents upon
the satisfaction of the following conditions:


 


(i)                                                     The Agent shall
have received the Partial Release Payment for such Property. As used herein, “Partial
Release Payment” shall mean, for any Property, that amount which is equal to
1.2 multiplied by the Loan Amount advanced with respect to such Property;


 


(ii)                                                  The Borrower
shall simultaneous with the delivery of the Partial Release Payment, shall repay
the Bridge Loan in an amount equal to the Partial Release Payment required to
be paid pursuant to the Bridge Loan Documents;


 


(iii)                                               After giving
effect to the release of the subject Property, the Borrower will not violate
the minimum Debt Service Coverage covenant, as calculated pursuant to Section 9.19.2;
and


 


(iv)                                              After giving
effect to the release of the subject Property, the Borrower will not violate
the maximum Loan To Value Ratio covenant, as calculated pursuant to Section 9.18.1
hereof.


 


10.                                 SPECIAL
PROVISIONS.


 


10.1                                        Right to
Contest.


 


10.1.1                                           Taxes and
Claims by Third Parties. 
Subject to a Tenant’s rights under the applicable Lease, notwithstanding
the provisions of Section 9.3 which obligate Borrower to pay taxes and
other obligations to third parties when due, it is agreed that any tax,
assessment, charge, levy, claim or obligation to a third party (expressly
excluding an obligation created under the Loan Documents) need not be paid
while the validity or amount thereof shall be contested currently, diligently
and in good faith by appropriate proceedings and if Borrower shall have
adequate unencumbered (except in favor of Agent, on behalf of the Lenders) cash
reserves with respect thereto, and provided that such contest does not create a
default by landlord under any lease assigned to Agent, on behalf of Lenders;
and provided, further, that Borrower shall pay all taxes, assessments, charges,
levies or obligations: (i) immediately upon the commencement of proceedings to
enforce any lien which may have attached as security therefor, unless such
proceeding is stayed by proper court order pending the outcome of such contest;
and (ii) as to claims for labor, materials or supplies, prior to the
imposition of any lien on the Property unless the lien is discharged or bonded
as set forth in Section 11.1.4.


 


25














 


10.1.2             Legal Requirements.  Each Borrower may contest any claim, demand,
levy or assessment under any Legal Requirements by any person or entity if: (i) the
contest is based upon a material question of law or fact raised by the Borrower
in good faith; (ii) the Borrower properly commences and thereafter
diligently pursues the contest; (iii) the contest will not materially
impair the ability to ultimately comply with the contested Legal Requirement
should the contest not be successful and the conduct of the contest will not
materially interfere with the ability to obligate all tenants under Approved
Leases to pay rent without offset; (iv) the Borrower demonstrates to Agent’s
reasonable satisfaction that Borrower has the financial capability to undertake
and pay for such contest and any corrective or remedial action then or
thereafter reasonably likely to be necessary; (v) if the likely cost of
complying with the Legal Requirement in the event the contest is not
successfully resolved, as determined in good faith by Agent, is more than $25,000.00 there is no reason to
believe that the contest will not be resolved prior to the Maturity Date or if the Extended Term has become effective,
prior to the Extended Maturity Date; (vi) no Event of Default
exists; and (vii) if the contest relates to an Environmental Legal
Requirement, the conditions set forth in the Environmental Indemnity relating
to such contests shall be satisfied.


 


10.2            Limited Recourse Provisions.  Each Borrower shall be fully liable for the
Loans and the Obligations of each other Borrower to each of the Lenders;
provided, however, that the Agent and the Lenders agree that (a) they
shall have no recourse to any portion of the Collateral which has been released
pursuant to the provisions of Section 9.21., and (b) upon a release
of all Collateral granted by a specific Borrower, such Borrower shall be deemed
released from its Obligations under the Loan Documents, other than any
Obligations which, by their terms, survive repayment of the Loans.  No member, officer, manager or other direct
or indirect owner of a Borrower or Guarantor shall have any liability for the
Loan or the obligations of a Borrower or Guarantor to the Agent or the other
Lenders.  Guarantor’s recourse is limited
to the specific obligations set forth in the Guaranty.


 


11.          EVENTS OF DEFAULT. 
The following provisions deal with Default, Events of Default, notice,
grace and cure periods, and certain rights of Agent following an Event of
Default.


 


11.1            Default and Events of Default.  The term “Default” as used herein or in any
of the other Loan Documents shall mean an Event of Default, or any fact or
circumstance which constitutes, or upon the lapse of time, or giving of notice,
or both, could constitute, an Event of Default. 
Each of the following events, unless cured within any applicable grace
period set forth or referred to below in this Section 11.1., or in Section 11.2.,
shall constitute an “Event of Default”:


 


11.1.1             Generally.  A default by any Borrower in the performance
of any term, provision or condition of this Agreement to be performed by any
Borrower, or a breach, or other failure to satisfy, any other term, provision,
condition, covenant or warranty under this Agreement and such default remains
uncured beyond any applicable specific grace period provided for in this
Agreement, or as set forth in Section 11.2. below;


 


26

















 


11.1.2             Note, Mortgage and Other Loan
Documents.  A default by any Borrower
in the performance of any term or provision of the Note, or of the Mortgage, or
of any of the other Loan Documents, or a breach, or other failure to satisfy,
any other term, provision, condition or warranty under the Note, the Mortgage
or any other Loan Document, regardless of whether the then undisbursed portion
of the Loans is sufficient to cover any payment of money required thereby, and
the specific grace period, if any, allowed for the default in question shall
have expired without such default having been cured and including, without limitation,
any Bridge Loan Default;


 


11.1.3             Financial Status and Insolvency.


 


A.     A Borrower shall: (i) admit in writing
its inability to pay its debts generally as they become due; (ii) file a
petition in bankruptcy or a petition to take advantage of any insolvency act; (iii) make
an assignment for the benefit of creditors; (iv) consent to, or acquiesce
in, the appointment of a receiver, liquidator or trustee of itself or of the
whole or any substantial part of its properties or assets; (v) file a
petition or answer seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the Federal
Bankruptcy laws or any other applicable law; (vi) have a court of
competent jurisdiction enter an order, judgment or decree appointing a
receiver, liquidator or trustee of a Borrower, or of the whole or any
substantial part of the property or assets of a Borrower, and such order,
judgment or decree shall remain unvacated or not set aside or unstayed for one
hundred twenty (120) days; (vii) have a petition filed against it seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the Federal Bankruptcy laws or any other
applicable law and such petition shall remain undismissed for one hundred
twenty (120) days; (viii) have, under the provisions of any other law for
the relief or aid of debtors, any court of competent jurisdiction assume
custody or control of a Borrower or of the whole or any substantial part of its
property or assets and such custody or control shall remain unterminated or
unstayed for one hundred twenty (120) days; (ix) have an attachment or
execution levied against any substantial portion of the property of a Borrower
or against any portion of the Collateral which is not discharged or dissolved
by a bond within thirty (30) days; or


 


B.     any such event shall occur with respect to
any Guarantor.


 


11.1.4             Liens.  A lien for the performance of work, or the
supply of materials, or a notice of contract, or an attachment, judgment,
execution or levy’ is filed against any Land or any Improvements and remains
unsatisfied or is not discharged or dissolved by a bond (or by cash collateral
acceptable to Agent) for a period of thirty (30) days after the filing thereof
or is not being contested pursuant to Article 10;


 


11.1.5             Breach of Representation or
Warranty.  Any material
representation or warranty made by a Borrower or Guarantor herein or in any
other instrument or document relating to the Loans or a Property shall at any time
be materially false or misleading, or any warranty shall be materially breached
and such breach or 


 


27

















 


misrepresentation, if
capable of being cured, is not cured as set forth in Section 11.2 below;


 


11.1.6             Default Under Assigned Contract
or Lease.  A Borrower defaults under
any lease of a Property or under any contract assigned to Agent or the Lenders
and such default is not cured within the grace period applicable thereto such
that the tenant or contracting party obtains the right to terminate the
material contract or lease or to claim material damages and such party either
terminates such material contract or such default remains uncured beyond the
grace period set forth in Section 11.2 below.


 


11.1.7             Guarantor Default.  A default continuing beyond applicable cure
periods by Guarantor in the performance of any term or provision of this
Agreement or any other Loan Document to which Guarantor is a party, or the
breach, or any other failure to satisfy any other term, provision, condition or
warranty imposed upon the Guarantor in this Agreement or in any other Loan
Document to which Guarantor is a party or by which Guarantor is bound not cured
within all applicable notice and cure grace periods.


 


11.2            Grace Periods and Notice.  As to each of the foregoing events the
following provisions relating to grace periods and notice shall apply:


 


11.2.1             No Notice or Grace Period.  There shall be no grace period and no notice
provision with respect to the payment of principal at Maturity and no grace
period and no notice provision with respect to defaults related to the
voluntary filing of bankruptcy or reorganization proceedings or an assignment
for the benefit of creditors, or with respect to nonmonetary defaults which are
not reasonably capable of being cured, or with respect to a breach of warranty
or representation under Section 8.1. (regarding Financial Information), or
with respect to breaches under Section 9.6 (Restrictions on Liens,
Transfers and Additional Debt) except
as provided in Section 8 and 9.7 (Limits on Guaranties and
Distributions).


 


11.2.2             Nonpayment of Interest.  As to the nonpayment of interest, there shall
be a ten (10) day grace period without any requirement of notice from
Agent, except that as to a required principal reduction to comply with the Loan
To Value Ratio Covenant in Section 9.18 or the Debt Service Coverage Ratio
Covenant in Section 9.19, there shall be no grace period except as stated
therein.


 


11.2.3             Other Monetary Defaults.  All other monetary defaults shall have a ten (10) day
grace period following notice from Agent, or, if shorter, a grace period
without notice until five (5) Business Days before the last day on which
payment is required to be made in order to avoid: (i) the cancellation or
lapse of required insurance, or (ii) a tax sale or the imposition of late
charges or penalties in respect of taxes or other municipal charges.


 


11.2.4             Nonmonetary Defaults Capable of
Cure.  As to nonmonetary defaults
which are reasonably capable of being cured or remedied, unless there is a
specific shorter or longer grace period provided for in this Loan Agreement or
in another Loan 


 


28

















 


Document, there shall be a
thirty (30) day grace period following notice from Agent or, if such default
would reasonably require more than thirty (30) days to cure or remedy, such
longer period of time not to exceed a total of one hundred twenty (120) days
from Agent’s notice as may be reasonably required so long as Borrower shall
commence reasonable actions to remedy or cure the default within thirty (30)
days following such notice and shall diligently prosecute such curative action
to completion within such one hundred twenty (120) day period.  However, where there is an emergency
situation in which there is danger to person or property such curative action
shall be commenced as promptly as possible. 
As to breaches of warranties and representations (other than those
related to financial information or construction documents) there shall be a
thirty (30) day grace period following notice from Agent.


 


11.3            Certain Remedies. If an Event of Default shall occur:


 


11.3.1             Withhold Loan Advance.  The Lenders shall not have any obligation to
make any further Loans hereunder (and for the purpose of withholding Loans the
Lenders may treat as an Event of Default an event which has occurred without
regard to notice or grace periods, if any, but if there is in fact a cure
within an applicable grace period, Lenders shall not thereafter withhold the
Loan on account thereof);


 


11.3.2             Accelerate Debt.  Agent may, and upon the direction of the
Majority Lenders shall, declare the indebtedness evidenced by the Note and
secured by the Mortgage immediately due and payable (provided that in the case
of a voluntary petition in bankruptcy filed by Borrower or (after the
expiration of the grace period if any set forth in Section 11.1.3 above)
an involuntary petition in bankruptcy filed against Borrower, such acceleration
shall be automatic); and


 


11.3.3             Pursue Remedies.  May pursue any and all remedies provided
for hereunder, or under any one or more of the other Loan Documents.


 


11.3.4             Written Waivers.  If a Default or an Event of Default is waived
by the Majority Lenders or the Agent, in their sole discretion, pursuant to a
specific written instrument executed by an authorized officer of Agent, the
Default or Event of Default so waived shall be deemed to have never occurred.


 


12.          ADDITIONAL REMEDIES.


 


12.1            Remedies. 
Upon the occurrence of an Event of Default, whether or not the
indebtedness evidenced by the Note and secured by the Mortgage shall be due and
payable or Agent shall have instituted any foreclosure or other action for the
enforcement of the Mortgage or the Note, Agent may, and shall upon the
direction of the Majority Lenders, in addition to any other remedies which
Agent may have hereunder or under the other Loan Documents, and not in
limitation thereof, and in Agent’s sole and absolute discretion:


 


12.1.1             Enter and Perform.  Enter upon the Property to perform
obligations under leases, or to operate, maintain, repair and improve the
Property and employ watchmen to protect the Property, all at the risk, cost and
expense of Borrower, consent to such entry being hereby given by Borrower;


 


29

















 


12.1.2             Discontinue Work.  At any time discontinue any work commenced in
respect of the Property or change any course of action undertaken by it and not
be bound by any limitations or requirements of time whether set forth herein or
otherwise;


 


12.1.3             Exercise Rights.  Exercise the rights of Borrower under any
contract or other agreement in any way relating to the Property and take over
and use all or any part of the labor, materials, supplies and equipment
contracted for by Borrower, whether or not previously incorporated into the
realty; and


 


12.1.4             Other Actions.  In connection with any work or action
undertaken by Agent pursuant to the provisions of the Loan Documents,


 


(i)                  engage
builders, contractors, architects, engineers and others for the purpose of
furnishing labor, materials and equipment,


 


(ii)                 pay, settle
or compromise all bills or claims which may become liens against the property
constituting the Collateral, or which have been or may be incurred in any
manner in connection with the Property or for the discharge of liens,
encumbrances or defects in the title of the Property or the Collateral,


 


(iii)                take or
refrain from taking such action hereunder as Agent may from time to time
determine, and


 


(iv)               engage
marketing and leasing agents and real estate brokers to advertise, lease or
sell portions or all of the Property or other Collateral upon such terms and
conditions as Agent may in good faith determine.


 


12.2            Reimbursement. 
Borrower shall be liable to Agent and each of the Lenders for all sums
paid or incurred pursuant to any of the Loan Documents whether the same shall
be paid or incurred pursuant to this Section or otherwise, and all
payments made or liabilities incurred by Agent or any Lender hereunder of any
kind whatsoever shall be paid by Borrower to Agent upon demand with interest at
the Default Rate as provided in this Agreement or the Note from the date of
payment by Agent or any Lender (which payment date is at least 30 days after
invoice to Borrower) to the date of payment to Agent and repayment of such sums
with such interest shall be secured by the applicable Security Documents.


 


12.3            Power of Attorney. 
For the purpose of exercising the rights granted by this Section 12,
as well as any and all other rights and remedies of Agent, Borrower hereby
irrevocably constitutes and appoints Agent (or any agent designated by Agent)
its true and lawful attorney-in-fact, upon and following any Event of Default,
to execute, acknowledge and deliver any instruments and to do and perform any
acts permitted hereunder or by law in the name and on behalf of Borrower.


 


13.          SECURITY INTEREST.


 


13.1            Security Interest. 
Borrower hereby grants to Agent, on behalf of the Lenders, a lien and
security interest and as security for all liabilities and obligations to the
Lenders, whether now existing or hereafter arising, upon and against all
deposits, credits, collateral and property, 


 


30

















 


now or hereafter in the
possession, custody, safekeeping or control of Agent or any Lender or any
entity under the control of Anglo Irish Bank Corporation plc, or in transit to
any of them.


 


14.          CASUALTY AND TAKING.


 


14.1            Casualty and Obligation To Repair.  In the event of any damage or destruction to
a Property or the other Collateral by reason of fire or other hazard or
casualty (collectively, a “Casualty”), Borrower shall give written notice
thereof to Agent and each of the Lenders as quickly as reasonably possible and
proceed with reasonable diligence, in full compliance with all Legal
Requirements and the other requirements of the Loan Documents, to repair,
restore, rebuild or replace the affected property (collectively, the “Repair
Work”).


 


14.2            Adjustment of Claims.  All insurance claims shall be adjusted by
Borrower, at Borrower’s sole cost and expense, but subject to Agent’s prior
written approval which approval shall not be unreasonably withheld, conditioned
or delayed; provided that if any Event of Default exists under any of the Loan
Documents, Agent shall have the right to adjust and compromise such claims
without the approval of Borrower.


 


14.3            Payment and Application of Insurance Proceeds.  All proceeds of insurance in excess of
$250,000.00 shall be paid to Agent and, if delivered to Agent, at Agent’s
option, be either applied to Borrower’s Obligations (without prepayment
premium, breakage costs or Cost Maintenance Fees) or released, in whole or in
part, to pay for the actual cost of repair, restoration, rebuilding or replacement
(collectively, “Cost To Repair”) as more fully set forth below.  If the Cost To Repair does not exceed
$250,000.00, Agent shall release so much of the insurance proceeds as may be
required to pay for the actual Cost to Repair in accordance with the provisions
of Section 14.4.  Notwithstanding
the foregoing, Agent shall also release so much of the insurance proceeds as
may be required to pay the actual Cost To Repair if:


 


(i)            In Agent’s good faith judgment such
proceeds together with any additional funds as may be deposited with and
pledged to Agent are sufficient to pay the Cost To Repair;


 


(ii)           In Agent’s good faith judgment the
Repair Work is likely to be completed prior to the Maturity Date;


 


(iii)          No Event of Default exists under the
Loan Documents; and


 


(iv)          Each tenant under a Major Lease which
might otherwise have a right to terminate its lease on account of such Casualty
shall have waived its right to so terminate conditioned upon the Repair Work
being completed within a reasonable period of time acceptable to Agent, all
such that at completion of the Repair Work the Loan to Value Ratio shall not be
less than 75% and the Debt Service Coverage shall be at least 1.25:1 (taking
into account any business or rental interruption coverage), as reasonably
projected by Agent.


 


Notwithstanding anything in
the Loan Documents to the contrary, if Agent shall apply the insurance proceeds
to the Obligations (which application shall be made in accordance with the
Note), then Borrower shall have the right (but not the obligation) to prepay
the 


 


31

















 


balance of the Loan subject
to the prepayment premium, breakage costs and Cost Maintenance Fees set forth
in the Note.


 


14.4            Conditions To Release of Insurance Proceeds.  If Agent elects or is required to release
insurance proceeds, Agent may impose reasonable conditions on such release
which shall include, but not be limited to, the following:


 


(i)                  Prior written
approval by Agent, which approval shall not be unreasonably withheld,
conditioned or delayed of plans, specifications, cost estimates, contracts and
bonds for the restoration or repair of the loss or damage;


 


(ii)                 Waivers of
lien, architect’s certificates, contractor’s sworn statements and other
evidence of costs, payments and completion as Agent may reasonably require;


 


(iii)                If the Cost
To Repair does not exceed $250,000.00, the funds to pay therefor shall be
released to Borrower, otherwise, funds shall be released upon final completion
of the Repair Work, unless Borrower requests earlier funding, in which event
partial monthly disbursements equal to 95% of the value of the work completed
shall be made prior to final completion of the repair, restoration or
replacement and the balance of the disbursements shall be made upon full
completion and the receipt by Agent of satisfactory evidence of payment and
release of all liens, provided further that Agent shall release funds for the
payment of any contract, subcontract or materialman that has completed all of
such contract’s work in accordance with its contract upon reasonably
satisfactory evidence of completion and delivery of appropriate lien waivers;


 


(iv)               Determination
by Agent that the undisbursed balance of such proceeds on deposit with Agent,
together with additional funds deposited for the purpose, shall be at least
sufficient to pay for the remaining Cost To Repair, free and clear of all liens
and claims for lien;


 


(v)                All work to
comply with the standards, quality of construction and Legal Requirements
applicable to the original construction of the Property;


 


(vi)               each tenant of
the Property which might otherwise have a right to terminate its lease on
account of such Casualty shall have waived its right to so terminate
conditioned only upon the Repair Work being completed within a reasonable
period of time acceptable to Agent or such period as is expressly provided in
the applicable leases, whichever is longer, so long as the period does not
exceed the period for which rent loss insurance is available all such that upon
completion of the Repair Work the Loan To Value Ratio shall be satisfied and
the Debt Service Coverage covenant as projected by Agent will be complied with;
and


 


(vii)              the absence of
any Default under any Loan Documents.


 


Nothing herein shall limit Borrower’s
right to prepay the Loan at any time.


 


14.5            Taking.  If
there is any condemnation for public use of the Property or of any Collateral,
the awards on account thereof shall be paid to Agent and shall be applied to 


 


32

















 


Borrower’s obligations, or
released to Borrower to pay for the Cost To Repair, in the same manner and
subject to the same thresholds and limitations set forth in Sections 14.3 and
14.4 hereof and such taking or condemnation shall not be deemed a violation of
Section 9.7.


 


15.          THE AGENT AND THE LENDERS.


 


15.1            Appointment of Agent.  Each Lender hereby irrevocably designates and
appoints Anglo Irish Bank Corporation plc as Agent of such Lender to act as
specified herein and in the other Loan Documents, and each such Lender hereby
irrevocably authorizes the Agent to take such actions, exercise such powers and
perform such duties as are expressly delegated to or conferred upon the Agent
by the terms of this Agreement and the other Loan Documents, together with such
other powers as are reasonably incidental thereto.  The Agent agrees to act as such upon the
express conditions contained in this Article 15.  The Agent shall not have any duties or
responsibilities except those expressly set forth herein or in the other Loan
Documents, nor shall it have any fiduciary relationship with any Lender, and no
implied covenants, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Agent.  Except as set forth herein, the provisions of
this Article 15 are solely for the benefit of the Agent and the Lenders,
and the Borrower shall not have any rights as a third party beneficiary of any
of the provisions hereof.


 


15.2            Administration of Loans by Agent.  The Agent shall be responsible for
administering the Loans on a day-to-day basis. 
In the exercise of such administrative duties, the Agent shall use the
same diligence and standard of care that is customarily used by the Agent with
respect to similar loans held by the Agent solely for its own account.  Borrower may rely, without inquiry, on any
waiver or action by Agent under the Loan Documents if Agent indicates such
waiver or action is taken as Agent on behalf of the Lenders.


 


Each Lender delegates to the Agent the full right
and authority on its behalf to take the following specific actions in
connection with its administration of the Loans:


 


(i)                  to fund the
Loans in accordance with the provisions of the Loan Documents, but only to the
extent of immediately available funds provided to the Agent by the respective
Lenders for such purpose;


 


(ii)                 to receive
all payments of principal, interest, fees and other charges paid by, or on
behalf of, the Borrower and, except for fees to which the Agent is entitled
pursuant to the Loan Documents or otherwise, to distribute all such funds to
the respective Lenders as provided for hereunder;


 


(iii)                to keep and
maintain complete and accurate files and records of all material matters
pertaining to the Loans, and make such files and records available for
inspection and copying by each Lender and its respective employees and agents
during normal business hours upon reasonable prior notice to the Agent; and


 


(iv)               to do or omit
doing all such other actions as may be reasonably necessary or incident to the
implementation, administration and servicing of the Loans and the rights and
duties delegated hereinabove.


 


33

















 


15.3            Delegation of Duties.  The Agent may execute any of its duties under
this Loan Agreement or any other Loan Document by or through its agent or
attorneys-in-fact, and shall be entitled to the advice of counsel concerning
all matters pertaining to its rights and duties hereunder or under the Loan
Documents.  The Agent shall not be
responsible to the other Lenders for the negligence or misconduct of any agents
or attorneys-in-fact selected by it with reasonable care.


 


15.4            Exculpatory Provisions.  Neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be liable
to any other Lenders for any action lawfully taken or omitted to be taken by it
or them under or in connection with this Agreement or the other Loan Documents,
except for its or their gross negligence or willful misconduct.  Neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be
responsible for or have any duty to ascertain, inquire into, or verify (i) any
recital, statement, representation or warranty made by the Borrower or any of
its officers or agents contained in this Agreement or the other Loan Documents
or in any certificate or other document delivered in connection therewith; (ii) the
performance or observance of any of the covenants or agreements contained in,
or the conditions of, this Agreement or the other Loan Documents; (iii) the
state or condition of any properties of the Borrower or any other obligor
hereunder constituting Collateral for the Obligations of the Borrower
hereunder, or any information contained in the books or records of the
Borrower; (iv) the validity, enforceability, collectibility, effectiveness
or genuineness of this Loan Agreement or any other Loan Document or any other
certificate, document or instrument furnished in connection therewith; or (v) the
validity, priority or perfection of any lien securing or purporting to secure
the Obligations or the value or sufficiency of any of the Collateral.


 


15.5            Reliance by Agent. 
The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any notice, consent, certificate, affidavit, or other document or
writing believed by it to be genuine and correct and to have been signed, sent
or made by the proper person or persons, and upon the advice and statements of
legal counsel (including, without limitation, counsel to the Borrower),
independent accountants and other experts selected by the Agent.  The Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Majority
Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of the taking or failing to take any such
action.  The Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance with any written request of the
Majority Lenders, and each such request of the Majority Lenders, and any action
taken or failure to act by the Agent pursuant thereto, shall be binding upon
all of the Lenders; provided, however, that the Agent shall not be required in
any event to act, or to refrain from acting, in any manner which is contrary to
the Loan Documents or to applicable law.


 


15.6            Notice of Default. 
The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Event of Default unless the Agent has actual knowledge of the
same or has received notice from a Lender or the Borrower referring to this
Agreement, describing such Event of Default and stating that such notice is a “notice
of default”.  In the event that the Agent
obtains such actual knowledge or receives such a notice, the Agent shall give
prompt notice 


 


34

















 


thereof to each of the
Lenders.  The Agent shall take such
action with respect to such Event of Default as shall be reasonably directed by
the Majority Lenders.  Unless and until
the Agent shall have received such direction, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to any such Event of Default as it shall deem advisable in the best
interest of the Lenders.


 


15.7            Lenders’ Credit Decisions.  Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender, and
based on the financial statements prepared by the Borrower and such other
documents and information as it has deemed appropriate, made its own credit
analysis and investigation into the business, assets, operations, property, and
financial and other condition of the Borrower and has made its own decision to
enter into this Agreement and the other Loan Documents.  Each Lender also acknowledges that it will,
independently and without reliance upon the Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in determining whether or not
conditions precedent to closing any Loan hereunder have been satisfied and in
taking or not taking any action under this Agreement and the other Loan
Documents.


 


15.8            Agent’s Reimbursement and Indemnification.  The Lenders agree to reimburse and indemnify
the Agent, ratably in proportion to their respective Commitments, for (i) any
amounts not reimbursed by the Borrower for which the Agent is entitled to
reimbursement by the Borrower under this Agreement or the other Loan Documents,
(ii) any other expenses incurred by the Agent on behalf of the Lenders in
connection with the preparation, execution, delivery, administration,
amendment, waiver and/or enforcement of this Agreement and the other Loan
Documents, and (iii) any liabilities, obligations, losses, damages,
penalties, action, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of this Agreement or
the other Loan Documents or any other document delivered in connection
therewith or any transaction contemplated thereby, or the enforcement of any of
the terms hereof or thereof, provided that no Lender shall be liable for any of
the foregoing to the extent that they arise from the gross negligence or
willful misconduct of the Agent.  If any
indemnity furnished to the Agent for any purpose shall, in the opinion of the
Agent, be insufficient or become impaired, the Agent may call for additional
indemnity and cease, or not commence, to do the action indemnified against
until such additional indemnity is furnished.


 


15.9            Agent in its Individual Capacity.  With respect to its Commitment as a Lender,
and the Loans made by it and the Note issued to it, the Agent shall have the
same rights and powers hereunder and under any other Loan Document as any
Lender and may exercise the same as though it were not the Agent, and the term “Lender”
or “Lenders” shall, unless the context otherwise indicates, include the Agent
in its individual capacity.  The Agent
may accept deposits from, lend money to, and generally engage in any kind of
banking or trust business with the Borrower or any subsidiary or affiliate of
the Borrower as if it were not the Agent hereunder.


 


15.10          Successor Agent. 
The Agent may resign at any time by giving thirty (30) days’ prior
written notice to the Lenders and Borrower. 
The Majority Lenders, for good cause, may remove Agent at any time by
giving thirty (30) days’ prior written notice to the Agent, the Borrower and
the other Lenders.  Upon any such
resignation or removal, the Majority Lenders 


 


35

















 


shall have the right to
appoint a successor Agent.  If no
successor Agent shall have been so appointed by the Majority Lenders and
accepted such appointment within thirty (30) days after the retiring Agent’s
giving notice of resignation or the Majority Lenders’ giving notice of removal,
as the case may be, then the retiring Agent may appoint, on behalf of the
Borrower and the Lenders, a successor Agent. 
Each such successor Agent shall be a financial institution which meets
the requirements of an Eligible Assignee. 
Unless an Event of Default shall have occurred and be continuing, any
successor Agent shall be reasonably acceptable to the Borrower.  Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents.  After any retiring Agent’s resignation
hereunder, the provisions of this Article 15 shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while
it was acting as the Agent hereunder.


 


15.11          Duties in the Case of Enforcement.  In the case one or more Events of Default
have occurred and shall be continuing, and whether or not acceleration of the
Obligations shall have occurred, the Agent shall, at the request, or may, upon
the consent, of the Majority Lenders, and provided that the Lenders have given
to the Agent such additional indemnities and assurances against expenses and
liabilities as the Agent may reasonably request, proceed to enforce the
provisions of this Loan Agreement and the other Loan Documents respecting the
foreclosure of mortgages, the sale or other disposition of all or any part of
the Collateral and the exercise of any other legal or equitable rights or
remedies as it may have hereunder or under any other Loan Document or otherwise
by virtue of applicable law, or to refrain from so acting if similarly
requested by the Majority Lenders.  The
Agent shall be fully protected in so acting or refraining from acting upon the
instruction of the Majority Lenders, and such instruction shall be binding upon
all the Lenders.  The Majority Lenders
may direct the Agent in writing as to the method and the extent of any such foreclosure,
sale or other disposition or the exercise of any other right or remedy, the
Lenders hereby agreeing to indemnify and hold the Agent harmless from all costs
and liabilities incurred in respect of all actions taken or omitted in
accordance with such direction, provided that the Agent need not comply with
any such direction to the extent that the Agent reasonably believes the Agent’s
compliance with such direction to be unlawful or commercially unreasonable in
any applicable jurisdiction.  The Agent
may, in its discretion but without obligation, in the absence of direction from
the Majority Lenders, take such interim actions as it believes necessary to
preserve the rights of the Lenders hereunder and in and to any Collateral
securing the Obligations, including but not limited to petitioning a court for
injunctive relief, appointment of a receiver or preservation of the proceeds of
any Collateral.  Each of the Lenders
acknowledges and agrees that no individual Lender may separately enforce or
exercise any of the provisions of any of the Loan Documents, including without
limitation the Notes, other than through the Agent.


 


15.12          Respecting Loans and Payments.


 


15.12.1           Procedures for Loans.  Agent shall give written notice to each
Lender of each request for a conversion of an existing Loan from a Variable
Rate Advance to a LIBO Rate Advance, by facsimile transmission, hand delivery
or overnight courier, not later than 11:00 a.m. (Boston time) (i) three
(3) Business Days prior to any LIBO Rate 


 


36

















 


Advance or conversion to a
LIBO Rate Advance, or (ii) one (1) Business Day prior to any Variable
Rate Advance.  Each such notice shall be
accompanied by a written summary of the request for a Loan and shall specify (a) the
date of the requested Loan, (b) the aggregate amount of the requested
Loan, (c) each Lender’s pro rata share of the requested Loan, and (d) the
applicable interest rate selected by Borrower with respect to such Loan, or any
portion thereof, together with the applicable Interest Period, if any,
selected, or deemed selected, by Borrower. 
Each Lender shall, before 11:00 a.m. (Boston time) on the date set
forth in any such request for a Loan, make available to Agent, at an account to
be designated by Agent at Anglo Irish Bank Corporation plc, in same day funds,
each Lender’s ratable portion of the requested Loan.  After Agent’s receipt of such funds and upon
Agent’s determination that the applicable conditions to making the requested
Loan have been fulfilled, Agent shall make such funds available to Borrower as
provided for in this Loan Agreement. 
Within a reasonable period of time following the making of each Loan,
but in no event later than ten (10) Business Days following such Loan,
Agent shall deliver to each Lender a copy of Borrower’s request for Loans.  Promptly after receipt by Agent of written
request from any Lender, Agent shall deliver to the requesting Lender the
accompanying certifications and such other instruments, documents, certifications
and approvals delivered by or on behalf of Borrower to Agent in support of the
requested Loan.


 


15.12.2           Nature of Obligations of Lenders.  The obligations of the Lenders hereunder are
several and not joint.  Failure of any
Lender to fulfill its obligations hereunder shall not result in any other
Lender becoming obligated to advance more than its Commitment Percentage of the
Loans, nor shall such failure release or diminish the obligations of any other
Lender to fund its Commitment Percentage provided herein.


 


15.12.3           Payments to Agent.  All payments of principal of and interest on
the Loans or the Notes shall be made to the Agent by the Borrower or any other
obligor or guarantor for the account of the Lenders in immediately available
funds as provided in the Notes and this Agreement.  The Agent agrees promptly to distribute to
each Lender, on the same Business Day upon which each such payment is made if
possible, such Lender’s proportionate share of each such payment in immediately
available funds, except as otherwise expressly provided herein.  The Agent shall upon each distribution
promptly notify Borrower of such distribution and each Lender of the amounts
distributed to it applicable to principal of, and interest on, the
proportionate share held by the applicable Lender.  Each payment to the Agent under the first
sentence of this Section 15.12.3 shall constitute a payment by the
Borrower to each Lender in the amount of such Lender’s proportionate share of
such payment, and any such payment to the Agent shall not be considered
outstanding for any purpose after the date of such payment by the Borrower to
the Agent without regard to whether or when the Agent makes distribution
thereof as provided above.  If any payment
received by the Agent from the Borrower is insufficient to pay both all accrued
interest and all principal then due and owing, the Agent shall first apply such
payment to all outstanding interest until paid in full and shall then apply the
remainder of such payment to all principal then due and owing, and shall
distribute the payment to each Lender accordingly.


 


37














 


15.12.4                                Distribution of
Liquidation Proceeds.  Subject to
the terms and conditions hereof, the Agent shall distribute all Liquidation
Proceeds in the order and manner set forth below:


 


First:                                              To the Agent,
towards any fees and any expenses for which the Agent is entitled to
reimbursement under this Agreement or the other Loan Documents not theretofore
paid to the Agent.


 


Second:                             To all
applicable Lenders in accordance with their proportional share based upon their
respective Commitment Percentages until all Lenders have been reimbursed for
all expenses which such Lenders have previously paid to the Agent and not
theretofore paid to such Lenders.


 


Third:                                        To all
applicable Lenders in accordance with their proportional share based upon their
respective Commitment Percentages until all Lenders have been paid in full all
other amounts due to such Lenders under the Loans including, without
limitation, any costs and expenses incurred directly by such Lenders to the
extent such costs and expenses are reimbursable to such Lenders by the Borrower
under the Loan Documents.


 


Fourth:                                 To all Lenders
in accordance with their proportional share based upon their respective
Commitment Percentages until all Lenders have been paid in full all principal
and interest due to such Lenders under the Loans, with each Lender applying
such proceeds for purposes of this Agreement to the outstanding principal
balance due to such Lender and to accrued and unpaid interest due under the
Loans, in such order or preference as the Agent may determine.


 


Fifth:                                           To the Borrower
or such third parties as may be entitled to claim Liquidation Proceeds.


 


15.12.5                                Adjustments.  If, after Agent has paid each Lender’s
proportionate share of any payment received or applied by Agent in respect of
the Loans, that payment is rescinded or must otherwise be returned or paid over
by Agent, whether pursuant to any bankruptcy or insolvency law, sharing of
payments clause of any loan agreement or otherwise, such Lender shall, at Agent’s
request, promptly return its proportionate share of such payment or application
to Agent, together with the Lender’s proportionate share of any interest or
other amount required to be paid by Agent with respect to such payment or
application.


 


15.12.6                                Distribution by
Agent.  If in the opinion of the Agent
distribution of any amount received by it in such capacity hereunder or under
the Notes or under any of the other Loan Documents might involve any liability,
it may refrain from making distribution until its right to make distribution shall
have been adjudicated by a court of competent jurisdiction or has been resolved
by the mutual consent of all Lenders.  In
addition, the Agent may request full and complete indemnity, in form and
substance satisfactory to it, prior to making any such distribution.  If a court of competent jurisdiction shall
adjudge that any amount received and distributed by the Agent is to be repaid,
each person to whom any such distribution shall have been made shall either 


 


38

















 


repay to the Agent its
proportionate share of the amount so adjudged to be repaid or shall pay over to
the same in such manner and to such persons as shall be determined by such
court.


 


15.12.7                                Actions by
Agent.  The Majority Lenders may direct
the Agent in writing as to the method and the extent of any sale of the
Collateral or other disposition and shall indemnify and hold the Agent harmless
from all liabilities incurred in respect to all actions taken or omitted in
accordance with such directions provided that Agent need not comply with any
such directions to the extent Agent reasonably believes the Agent’s compliance
with such directions would constitute a violation of the obligations undertaken
by the Agent and/or Lenders under the Loan Documents, or will constitute a
violation of any statute, ordinance or regulation applicable to the Agent.


 


15.13                              Delinquent
Lender.  If for any reason any Lender
shall fail or refuse to abide by its obligations under the Agreement, including
without limitation its obligation to make available to Agent its pro rata share
of any Loan, expenses or setoff (a “Delinquent Lender”) and such failure is not
cured within ten (10) days of receipt from the Agent of written notice
thereof, then, in addition to the rights and remedies that may be available to
Agent, other Lenders, the Borrower or any other party at law or in equity, and
not at limitation thereof, (i) such Delinquent Lender’s right to
participate in the administration of, or decision-making rights related to, the
Loans, this Agreement or the other Loan Documents shall be suspended during the
pendency of such failure or refusal, and (ii) a Delinquent Lender shall be
deemed to have assigned any and all payments due to it from the Borrower,
whether on account of the outstanding Loans, interest, fees or otherwise, to
the remaining non-delinquent Lenders for application to, and reduction of,
their proportionate shares of the outstanding Loans until, as a result of
application of such assigned payments the Lenders’ respective pro rata shares
of all the outstanding Loans shall have returned to those in effect immediately
prior to such delinquency and without giving effect to the nonpayment causing
such delinquency.  The Delinquent Lender’s
decision-making and participation rights to payments as set forth in clauses (i) and
(ii) hereinabove shall be restored only upon the payment by the Delinquent
Lender of its pro rata share of any Loans or expenses as to which it is
delinquent, together with interest thereon at the Default Rate from the date
when originally due until the date upon which any such amounts are actually
paid.


 


The non-delinquent Lenders shall also have the
right, but not the obligation, in their respective, sole and absolute
discretion, to acquire for no cash consideration, (pro rata, based on the
respective Commitments of those Lenders electing to exercise such right) the
Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”).  Upon any such purchase of the pro rata share
of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in
future Loans and its rights under the Loan Documents with respect thereto shall
terminate on the date of purchase, and the Delinquent Lender shall promptly
execute all documents reasonably requested to surrender and transfer such
interest, including, if so requested, an Assignment and Acceptance.  Each Delinquent Lender shall indemnify Agent
and each non-delinquent Lender from and against any and all loss, damage or
expenses, including but not limited to reasonable attorneys’ fees and funds
advanced by Agent or by any non-delinquent Lender, on account of an Delinquent
Lender’s failure to timely fund its pro rata share of a Loan or to otherwise
perform its obligations under the Loan Documents.


 


39

















 


15.14                              Holders.  The Agent may deem and treat the payee of any
Note as the owner thereof for all purposes hereof unless and until a written
notice of the assignment, transfer or endorsement thereof, as the case may be,
shall have been filed with the Agent. 
Any request, authority or consent of any person or entity who, at the
time of making such request or giving such authority or consent, is the holder
of any Note shall be conclusive and binding on any subsequent holder,
transferee or endorsee, as the case may be, of such Note or of any Note or
Notes issued in exchange therefor.


 


15.15                              Assignment and
Participation.


 


15.15.1                                Conditions to
Assignment by Lenders. 
Except as provided herein, each Lender may assign to one or more
Eligible Assignees all or a portion of its interests, rights and obligations
under this Agreement (including all or a portion of its Commitment Percentage
and Commitment and the same portion of the Loans at the time owing to it and the
Notes held by it), upon satisfaction of the following conditions: (a) each
of the Agent and the Borrower shall have given its prior written consent to
such assignment (provided that, in the case of the Borrower, such consent will
not be unreasonably withheld and shall not be required if a Default or Event of
Default shall have occurred and be continuing), (b) each such assignment
shall be of a constant, and not a varying, percentage of all the assigning
Lender’s rights and obligations under this Agreement, (c) prior to the
occurrence of an Event of Default and while same is continuing each assignment
shall be in an amount that is at least Fifteen Million Dollars ($15,000,000.00)
and is a whole multiple of One Million Dollars ($1,000,000.00), (d) prior
to the occurrence of an Event of Default and while same is continuing each
Lender which is a Lender at the time of such assignment shall retain, free of
any such assignment, an amount of its Commitment of not less than Fifteen
Million Dollars ($15,000,000.00), (e) prior to the occurrence of an Event
of Default and while same is continuing the Agent, in its individual capacity
as a Lender, shall retain, free of any such assignment, an amount of its
Commitment of not less than Ten Million Dollars ($10,000,000.00), (f) the
parties of such assignment shall execute and deliver to the Agent, for
recording in the Register (as hereinafter defined), an Assignment and
Acceptance, substantially in the form of Exhibit E hereto (an “Assignment
and Acceptance”), together with any Notes subject to such assignment, and (g) so
long as no Default or Event of Default has occurred and is continuing, Anglo
Irish Bank Corporation PLC shall remain as Agent.  Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five (5) Business Days
after the execution thereof, (x) the assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder, and (y) the assigning Lender
shall, to the extent provided in such assignment and upon payment to the Agent
of the registration fee referred to in Section 15.15.3, be released from
its obligations under this Agreement. 
Notwithstanding anything herein to the contrary, in no event will there
be more than three Lenders participating in the Loan, including Agent.  Borrower may rely on the provisions of this Section 15.15.


 


40

















 


15.15.2                                Certain
Representations and Warranties: Limitations, Covenants.  By executing and delivering an Assignment and
Acceptance, the parties to the assignment thereunder confirm to and agree with
each other and the other parties hereto as follows:


 


(i)                                                     other than the
representation and warranty that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim, the
assigning Lender makes no representation or warranty, express or implied, and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or the attachment, perfection or priority of any
security interest or mortgage;


 


(ii)                                                  the
assigning  Lender makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower and its affiliates, related entities or subsidiaries
or any other person primarily or secondarily liable in respect of any of the
Obligations, or the performance or observance by the Borrower or any other
person primarily secondarily liable in respect of any of the Obligations or any
of their obligations under this Agreement or any of the other Loan Documents or
any other instrument or document furnished pursuant hereto or thereto;


 


(iii)                                               such assignee
confirms that it has received a copy of this Agreement, together with copies of
the most recent financial statement provided by the Borrower as required by the
terms of this Agreement, together with such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance;


 


(iv)                                              such assignee
will, independently and without reliance upon the assigning Lender, the Agent
or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement;


 


(v)                                                 such assignee
represents and warrants that it is an Eligible Assignee if required hereunder;


 


(vi)                                              such assignee
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement and the other Loan Documents
as are delegated to the Agent by the terms hereof or thereof, together with
such powers as are reasonably incidental thereto;


 


(vii)                                           such assignee
agrees that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be performed by
it as a Lender; and


 


(viii)                                        such assignee
represents and warrants that it is legally authorized to enter into such
Assignment and Acceptance.


 


41

















 


15.15.3                                Register.  The Agent shall maintain a copy of each
Assignment and Acceptance delivered to it and a register or similar list (the “Register”)
for the recordation of the names and addresses of the Lenders and the
Commitment Percentage of, and principal amount of the Loans owing to the
Lenders from time to time.  The entries
in the Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Agent and the Lenders may treat each person whose name is
recorded in the Register as a Lender hereunder for all purposes of this
Agreement.  The Register shall be
available for inspection by the Borrower and the Lenders at any reasonable time
and from time to time upon reasonable prior notice.  Upon each such recordation, the assigning
Lender agrees to pay to the Agent a registration fee in the sum of Three Thousand
Five Hundred Dollars ($3,500.00).


 


15.15.4                                New Notes.  Upon its receipt of an Assignment and
Acceptance executed by the parties to such assignment, together with each Note
subject to such assignment, the Agent shall (a) record the information
contained therein in the Register, and (b) give prompt notice thereof to
the Borrower and the Lenders (other than the assigning Lender).  Within five (5) Business Days after
receipt of such notice, the Borrower, at its own expense, shall execute and
deliver to the Agent, in exchange for each surrendered Note, a new Note to the
order of such Eligible Assignee in an amount equal to the amount assumed by
such Eligible Assignee pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained some portion of its obligations hereunder, a new
Note to the order of the assigning Lender in an amount equal to the amount
retained by it hereunder.  Such new Notes
shall provide that they are replacements for the surrendered Notes, shall be in
an aggregate principal amount equal to the aggregate principal amount of the
surrendered Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be substantially in the form of the assigned
Notes.  Within ten (10) Business
Days of issuance of any new Notes pursuant to this Section 15.15.4, the
Borrower shall deliver an opinion of counsel, addressed to the Lenders and the
Agent, relating to the due authorization, execution and delivery of such new
Notes and the legality, validity and binding effect thereof, in form and substance
satisfactory to the Lenders.  The
surrendered Notes shall be canceled and returned to the Borrower.


 


15.15.5                                Participations.  Each Lender may sell participations to one or
more banks or other financial institutions in all or a portion of such Lender’s
rights and obligations under this Agreement and the other Loan Documents;
provided that (a) each such participation shall be in a minimum amount of
Ten Million Dollars ($10,000,000.00), (b) each participant shall meet the
requirements of an Eligible Assignee, (c) any such sale or participation
shall not affect the rights and duties of the selling Lender hereunder to the
Borrower, and (d) the only rights granted to the participant pursuant to
such participation arrangements with respect to waivers, amendments or
modifications of the Loan Documents shall be the rights to approve waivers,
amendments or modifications that would reduce the principal of or the interest
rate on any Loans, extend the term or increase the amount of the Commitment of
such Lender as it relates to such participant, reduce the amount of any
commitment fees to which such participant is entitled or extend any regularly
scheduled payment date for principal or interest.


 


42

















 


15.15.6                                No Cost to Borrower.  Agent and the Lenders agree that Borrower
shall not bear any costs incurred or charged by Agent, Lenders, any Assignee or
Participant associated with the assignment and participation of the Loan as
provided for under this Agreement.


 


15.16                              Disclosure.  The Borrower agrees that in addition to
disclosures made in accordance with standard and customary banking practices
any Lender may disclose information obtained by such Lender pursuant to this
Agreement to assignees or participants and potential assignees or participants
hereunder; provided that such assignees or participants or potential assignees
or participants shall agree (a) to treat in confidence such information
unless such information otherwise becomes public knowledge, (b) not to
disclose such information to a third party, except as required by law or legal
process and (c) not to make use of such information for purposes of
transactions unrelated to such contemplated assignment or participation.


 


15.17                              Miscellaneous
Assignment Provisions.  Any
assigning Lender shall retain its rights to be indemnified pursuant to Section 9.16
with respect to any claims or actions arising prior to the date of such
assignment.  If any assignee Lender is
not incorporated under the laws of the United States of America or any state
thereof, it shall, prior to the date on which any interest or fees are payable
hereunder or under any of the other Loan Documents for its account, deliver to
the Borrower and the Agent certification as to its exemption from deduction or withholding
of any United States federal income taxes. 
Anything contained in this Section 15.17 to the contrary
notwithstanding, any Lender may at any time pledge all or any portion of its
interest and rights under this Agreement (including all or any portion of its
Notes to any of the twelve Federal Reserve Banks organized under §4 of the
Federal Reserve Act, 12 U.S.C.§341).  No
such pledge or the enforcement thereof shall release the pledgor Lender from
its obligations hereunder or under any of the other Loan Documents.


 


15.18                              Assignment by
Borrower.  Except as
expressly set forth herein, the Borrower shall not assign or transfer any of
its rights or obligations under any of the Loan Documents without the prior
written consent of each of the Lenders.


 


15.19                              Administrative
Matters.


 


15.19.1                                Amendment,
Waiver, Consent, Etc.  Except as otherwise provided herein or as to
any term or provision hereof which provides for the consent or approval of the
Agent, no term or provision of this Agreement or any other Loan Document may be
changed, waived, discharged or terminated, nor may any consent required or
permitted by this Agreement or any other Loan Document be given, unless such
change, waiver, discharge, termination or consent receives the written approval
of the Majority Lenders.


 


Notwithstanding the foregoing, the unanimous written
approval of all the Lenders (other than a Defaulting Lender) shall be required
with respect to any proposed amendment, waiver, discharge, termination, or
consent which:


 


(i)                                                     has the effect
of (a) extending the final scheduled maturity or the date of any
amortization payment of any Loan or Note, (b) reducing the rate or
extending the time of payment of interest or fees thereon, (c) increasing
or reducing the principal 


 


43

















 


amount
thereof, or (d) otherwise postponing or forgiving any indebtedness
thereunder,


 


(ii)                                                  releases or
discharges any material portion of the Collateral other than in accordance with
the express provisions of the Loan Documents,


 


(iii)                                               amends,
modifies or waives any provisions of this paragraph,


 


(iv)                                              amends any of
the financial covenants set forth in Sections 9.18 and 9.19 of this Agreement,


 


(v)                                                 reduces the
percentage specified in the definition of Majority Lenders,


 


(vi)                                              except as
otherwise provided in this Agreement, change the amount of any Lender’s
Commitment or Commitment Percentage, or


 


(vii)                                           releases or
waives any guaranty of the Obligations or indemnifications provided in the Loan
Documents;


 


and provided, further, that without the consent of the
Agent, no such action shall amend, modify or waive any provision of this Article 15.19
or any other provisions of any Loan Document which relates to the rights or
obligations of the Agent.


 


15.20                              Deemed Consent
or Approval.  With
respect to any requested amendment, waiver, consent or other action which
requires the approval of the Majority Lenders or all of the Lenders, as the
case may be, in accordance with the terms of this Agreement, or if the Agent is
required hereunder to seek, or desires to seek, the approval of the Majority
Lenders or all of the Lenders, as the case may be, prior to undertaking a
particular action or course of conduct, the Agent in each such case shall
provide each Lender with written notice of any such request for amendment,
waiver or consent or any other requested or proposed action or course of
conduct, accompanied by such detailed background information and explanations
as may be reasonably necessary to determine whether to approve or disapprove such
amendment, waiver, consent or other action or course of conduct.  The Agent may (but shall not be required to)
include in any such notice, printed in capital letters or boldface type, a
legend substantially to the following effect;


 


“THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE.  FAILURE TO RESPOND WITHIN TEN (10) CALENDAR
DAYS FROM THE RECEIPT OF THIS COMMUNICATION SHALL CONSTITUTE A DEEMED APPROVAL
BY THE ADDRESSEE OF THE ACTION REQUESTED BY THE BORROWER OR THE COURSE OF
CONDUCT PROPOSED BY THE AGENT AND RECITED ABOVE.”


 


and if the foregoing legend is included by the Agent in its
communication, a Lender shall be deemed to have approved or consented to such
action or course of conduct for all purposes hereunder if such Lender fails to
object to such action or course of conduct by written notice to the Agent
within ten (10) calendar days of such Lender’s receipt of such notice.


 


44

















 


16.                               GENERAL
PROVISIONS.


 


16.1                                     Notices.  Any notice or other communication in
connection with this Loan Agreement, the Note, the Mortgage, or any of the
other Loan Documents, shall be in writing, and (i) deposited in the United
States Mail, postage prepaid, by registered or certified mail, or (ii) hand
delivered by any commercially recognized courier service or overnight delivery
service such as Federal Express:


 


If to Borrower:


 


c/o STAG Capital Partners

99 Chauncy Street, 10th Floor

Boston, Massachusetts 02111

Attention:                                         Stephen C.
Mecke

                                                                                                Chief
Investment Officer


 


with copies by regular mail or such hand delivery
to:


 


DLA Piper Rudnick Gray Cary US LLP

33 Arch Street, 26th Floor

Boston, Massachusetts 02110-2600

Attention:                                         John L.
Sullivan, Esquire


 


and to:


 


New England Development

1 Wells Avenue, 4th Floor

Newton, Massachusetts 02459

Attention:                                         Gregory
Sullivan


 


If to Agent:


 


Anglo Irish Bank Corporation plc

265 Franklin Street

Boston, Massachusetts 02110

Attention:                                         Aidan C. Hume


 


with copies by regular mail or such hand delivery
to:


 


Riemer & Braunstein LLP

Three Center Plaza

Boston, Massachusetts 02108

Attention:                                         Kevin J. Lyons,
Esquire


 


and to such addresses as set forth in the Assignment and Acceptance.


 


Any such addressee may change its address for such
notices to such other address in the United States as such addressee shall have
specified by written notice given as set forth above.


 


45














 


All periods of notice shall be measured from the deemed date of
delivery.


 


A notice shall be deemed to have been given,
delivered and received for the purposes of all Loan Documents upon the earliest
of: (i) if sent by such certified or registered mail, on the date of
actual receipt at evidenced by the return receipt, or (ii) if hand
delivered at the specified address by such courier or overnight delivery
service, when so delivered or tendered for delivery during customary business
hours on a Business Day.


 


16.2                                     Limitations on
Assignment.  Except for
a Permitted Transaction, Borrower may not assign this Agreement or the monies
due thereunder or convey or, except for a Permitted Transaction, encumber a
Property or other Collateral or any interest therein without the prior written
consent of the Majority Lenders in each instance.


 


16.3                                     Further
Assurances.  Each
Borrower shall upon request from Agent from time to time execute, seal,
acknowledge and deliver such further instruments or documents which Agent may reasonably
require to better perfect and confirm its rights and remedies hereunder, under
the Note, under the Mortgage and under each of the other Loan Documents,


 


16.4                                     Parties Bound.  The provisions of this Agreement and of each
of the other Loan Documents shall be binding upon and inure to the benefit of
each Borrower, Agent and each of the Lenders and their respective successors
and assigns, except as otherwise prohibited by this Agreement or any of the
other Loan Documents.  This Agreement is
a contract by and among each Borrower, Agent and each of the Lenders for their
mutual benefit, and no third person shall have any right, claim or interest
against either Agent, or any Lender or a Borrower by virtue of any provision
hereof.


 


16.5                                     Waivers,
Extensions and Releases. 
Except as otherwise provided herein, Agent may, unless otherwise
directed by the Majority Lenders, at any time and from time to time waive any
one or more of the conditions contained herein or in any of the other Loan
Documents, or extend the time of payment of the Loan, or release portions of
the Collateral from the provisions of this Agreement and from the Mortgage or
any other Security Document, but any such waiver, extension or release shall be
deemed to be made in pursuance and not in modification hereof, and any such
waiver in any instance, or under any particular circumstance, shall not be
considered a waiver of such condition in any other instance or any other
circumstance.


 


16.6                                     Governing Law;
Consent to Jurisdiction; Mutual Waiver of Jury Trial.


 


16.6.1                                       Substantial
Relationship.  It is
understood and agreed that all of the Loan Documents were negotiated, executed
and delivered in the Commonwealth of
Massachusetts, which Commonwealth
the parties agree has a substantial relationship to the parties and to the
underlying transactions embodied by the Loan Documents.


 


16.6.2                                       Place of
Delivery.  Each
Borrower agrees to furnish to Agent at the Agent’s office in Boston, Massachusetts all further
instruments, certifications and documents to be furnished hereunder.


 


16.6.3                                       Governing Law.  This Agreement, except as otherwise provided in Section 16.6.4, and each of
the other Loan Documents shall in all respects be governed, 


 


46

















 


construed, applied and
enforced in accordance with the internal laws of the Commonwealth of Massachusetts without regard to principles of
conflicts of law.


 


16.6.4                                       Exceptions.  Notwithstanding the foregoing choice of law:


 


(i)                                                     matters
relating to the creation, perfection, priority and enforcement of the liens on
and security interests in the Property or other assets situated in another
jurisdiction, including by way of illustration, but not in limitation, actions
for foreclosure, for injunctive relief, or for the appointment of a receiver,
shall be governed by the laws of the such state;


 


(ii)                                                  Agent and each
of the Lenders shall comply with applicable law in such state to the extent
required by the law of such jurisdiction in connection with the foreclosure of
the security interests and liens created under the Mortgage and the other Loan
Documents with respect to the Property or other assets situated in another
jurisdiction; and


 


(iii)                                               provisions of
Federal law and the law of such other jurisdiction shall apply in defining the terms
Hazardous Materials, Environmental Legal Requirements and Legal Requirements
applicable to the Property as such terms are used in this Loan Agreement, the
Environmental Indemnity and the other Loan Documents.


 


Nothing contained herein or any other provisions of
the Loan Documents shall be construed to provide that the substantive laws of
such other jurisdiction shall apply to any parties’ rights and obligations
under any of the Loan Documents, which, except as expressly provided in clauses
(i), (ii) and (iii) of this Section 16.6.4., are and shall
continue to be governed by the substantive law of Commonwealth of
Massachusetts, except as set forth in clauses (i), (ii) and (iii) of
this Section 16.6.4. In addition, the fact that portions of the Loan Documents
may include provisions drafted to conform to the law of such other jurisdiction
is not intended, nor shall it be deemed, in any way, to derogate the parties,
choice of law as set forth or referred to in this Loan Agreement or in the
other Loan Documents.  The parties
further agree that the Agent may enforce its rights under the Loan Documents
including, but not limited to, its rights to sue the Borrower or to collect any
outstanding indebtedness in accordance with applicable law.


 


16.6.5                                       Consent to Jurisdiction.  Each Borrower hereby consents to personal
jurisdiction in any state or Federal court located within the Commonwealth of Massachusetts.


 


16.6.6                                       JURY TRIAL
WAIVER.  EACH BORROWER, AGENT, AND EACH
OF THE LENDERS MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS LOAN
AGREEMENT, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LOAN AGREEMENT OR
ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR
ANY COURSE OF CONDUCT, COURSE OF DEALINGS, 


 


47

















 


STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS OF ANY PARTY. 
THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR EACH BORROWER, AGENT
AND EACH OF THE LENDERS TO ENTER INTO THE TRANSACTIONS CONTEMPLATED HEREBY.


 


16.7                                     Survival.  All representations, warranties, covenants
and agreements of Borrower, or
Guarantor, herein or in any other Loan Document, or in any notice,
certificate, or other paper delivered by or on behalf of Borrower or Guarantor
pursuant hereto are significant and shall be deemed to have been relied upon by
Agent and each of the Lenders notwithstanding any investigation made by Agent
or any Lender or on its behalf and shall survive the delivery of the Loan
Documents and the making of the Loan and each advance pursuant thereto until
the Loan is repaid.  No review or
approval by Agent, or any Lender or by Lenders’ Consultants or any of
representatives, of any plans and specifications, opinion letters, certificates
by professionals or other item of any nature shall relieve Borrower or anyone
else of any of the obligations, warranties or representations made by or on
behalf of Borrower or Guarantor, or any
one or more of them, under any one or more of the Loan Documents.


 


16.8                                     Cumulative
Rights.  All of the rights of Agent and
the Lenders hereunder and under each of the other Loan Documents and any other
agreement now or hereafter executed in connection herewith or therewith, shall
be cumulative and may be exercised singly, together, or in such combination as
Agent may determine in its sole good faith judgment.


 


16.9                                     Claims Against
Agent or the Lenders.


 


16.9.1                                       Borrower Must
Notify.  Agent and each of the Lenders
shall not be in default under this Agreement, or under any other Loan Document,
unless a written notice specifically setting forth the claim of Borrower shall
have been given to Agent and each of the Lenders within one hundred eighty (180)  days
after Borrower first had actual knowledge or actual notice of the occurrence of
the event which Borrower alleges gave rise to such claim and Agent and each of
the Lenders do not remedy or cure the default, if any there be, with reasonable
promptness thereafter.  Such actual
knowledge or actual notice shall refer to what was actually known by, or
expressed in a written notification furnished to, any of the persons or
officials referred to in Exhibit C as Authorized Representatives.


 


16.9.2                                       Remedies.  If it is determined by the final order of a
court of competent jurisdiction, which is not subject to further appeal, that
Agent or any Lender has breached any of their obligations under the Loan
Documents and has not remedied or cured the same with reasonable promptness
following notice thereof, and the Agent’s and the Lenders’ responsibilities
shall be limited to: (i) where the breach consists of the failure to grant
consent or give approval in violation of the terms and requirements of a Loan
Document, the obligation to grant such consent or give such approval and to pay
Borrower’s reasonable costs and expenses including, without limitation,
reasonable attorneys, fees and disbursements in connection with such court
proceedings; and (ii) the case of any such failure to grant such consent
or give such approval, or in the case of any other such default by Agent or any
Lender, where it is also so determined that Agent or any Lender acted in bad
faith, or that Agent’s or any Lenders’ default constituted gross 


 


48

















 


negligence or willful
misconduct, the payment of any actual, direct, compensatory damages sustained
by Borrower as a result thereof plus Borrower’s reasonable costs and expenses,
including, without limitation, reasonable attorneys’ fees and disbursements in
connection with such court proceedings.


 


16.9.3                                       Limitations.  In no event, however, shall Agent or the
Lenders be liable to Borrower or to
Guarantor or anyone else for other damages such as, but not limited to,
indirect, speculative or punitive damages whatever the nature of the breach by
Agent of its obligations under this Loan Agreement or under any of the other
Loan Documents.  In no event shall Agent
or any Lender be liable to Borrower or
to Guarantor or anyone else unless a written notice specifically setting
forth the claim of Borrower shall have been given to Agent and each of the
Lenders within the time period specified above.


 


16.10                              Obligations
Absolute.  Except to
the extent prohibited by applicable law which cannot be waived, the Obligations
of Borrower and the obligations of the
Guarantor under the Loan Documents shall be joint and several, absolute, unconditional and irrevocable and
shall be paid strictly in accordance with the terms of the Loan Documents under
all circumstances whatsoever, including, without limitation, the existence of
any claim, set off, defense or other right which Borrower or any Guarantor may have at any time
against Agent or any Lender whether in connection with the Loan or any
unrelated transaction, except for any
such claim, setoff, defense or other right, if any, as to which a written
notice shall have been given to Agent and each of the Lenders in accordance
with the provisions of Section 16.9.


 


16.11                              Table of
Contents, Title and Headings.  Any Table of Contents, the titles and the
headings of sections are not parts of this Loan Agreement or any other Loan
Document and shall not be deemed to affect the meaning or construction of any
of their provisions.


 


16.12                              Counterparts.  This Loan Agreement may be executed in several
counterparts, each of which when executed and delivered is an original, but all
of which together shall constitute one instrument.  In making proof of this agreement, it shall
not be necessary to produce or account for more than one such counterpart which
is executed by the party against whom enforcement of such loan agreement is
sought.


 


16.13                              Satisfaction of
Commitment.  The Loans
being made pursuant to the terms hereof and of the other Loan Documents is
being made in satisfaction of Agent’s and each of the Lenders’ obligations
under the discussion term sheet dated July 7, 2006.  The terms, provisions and conditions of this
Agreement and the other Loan Documents supersede the provisions of the term
sheet.


 


16.14                              Time Of the
Essence.  Time is of the essence of each
provision of this Agreement and each other Loan Document.


 


16.15                              Integration/No
Oral Change.  This Loan
Agreement and each of the other Loan Documents is intended by the parties as
the final, complete and exclusive statement of the transactions evidenced by
this Loan Agreement and the other Loan Documents.  All prior or contemporaneous promises,
agreements and understandings, whether oral or written, are deemed to be
superseded by this Loan Agreement and each of the Loan Documents, and no party
is 


 


49

















 


relying on any promise,
agreement or understanding not set forth in this Loan Agreement or any of the
other Loan Documents. Further, this Loan Agreement and each of the other Loan
Documents may only be amended, terminated, extended or otherwise modified by a
writing signed by the party against which enforcement is sought (except no such
writing shall be required for any party which, pursuant to a specific provision
of any Loan Document, is required to be bound by changes without such party’s
assent).  In no event shall any oral
agreements, promises, actions, inactions, knowledge, course of conduct, course
of dealings or the like be effective to amend, terminate, extend or otherwise
modify this Loan Agreement or any of the other Loan Documents.


 


16.16                              Monthly
Statements.  While Agent
may issue invoices or other statements on a monthly or periodic basis (a “Statement”),
it is expressly acknowledged and agreed that, except as otherwise specifically
provided in the Loan Documents: (i) the failure of Agent to issue any
Statement on one or more occasions shall not affect Borrower’s obligations to
make payments under the Loan Documents as and when due; (ii) the
inaccuracy of any Statement shall not be binding upon Agent and so Borrower
shall always remain obligated to pay the full amount(s) required under the
Loan Documents as and when due notwithstanding any provision to the contrary
contained in any Statement; (iii) all Statements are issued for
information purposes only and shall never constitute any type of offer,
acceptance, modification, or waiver of the Loan Documents or any of Agent’s
rights or remedies thereunder; and (iv) in no event shall any Statement
serve as the basis for, or a component of, any course of dealing, course of
conduct, or trade practice which would modify, alter, or otherwise affect the
express written terms of the Loan Documents.


 


16.17                              Survival.  Notwithstanding anything else in the Loan
Documents to the contrary. the obligations and liabilities of Borrower under Section 9.16
shall terminate (except with respect to pending claims for indemnification
thereunder) six (6) months after (i) the date on which the Loan is
paid in full, or (ii) with respect to each portion of the Property, the date
on which Lender has released such portion of the Property as set forth in Section 9.21.
or (iii) the date on which Lender or its designee shall have acquired
possession of or title to the Property by foreclosure, deed in lieu of
foreclosure or otherwise in the exercise of remedies after an Event of Default,
provided that Borrower’s obligations and liabilities shall be limited to the
period of Borrower’s ownership of the Property.


 


[SIGNATURES ON THE FOLLOWING PAGE]


 


50

















 


IN WITNESS WHEREOF this Agreement has been duly
executed and delivered as of the date
first written above.


 


	
  BORROWER:

  	
  STAG III ALBION, LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Mecke

  
	
   

  	
  Name:

  	
  Stephen C. Mecke

  
	
   

  	
  Title:

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  
	
  AGENT:

  	
  ANGLO IRISH BANK CORPORATION PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Patraic Murray

  
	
   

  	
  Name:

  	
  Patraic Murray

  
	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcus Ryan

  
	
   

  	
  Name:

  	
  Marcus Ryan

  
	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDER:

  	
  ANGLO IRISH BANK CORPORATION PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Patraic Murray

  
	
   

  	
  Name:

  	
  Patraic Murray

  
	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcus Ryan

  
	
   

  	
  Name:

  	
  Marcus Ryan

  
	
   

  	
  Title:

  	
  Associate Director

  



 


51

















 


EXHIBITS:


 


	
   

  	
   

  	
   

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  	
   

  	
  Reference

  
	
   

  	
   

  	
   

  	
   

  	
  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  -

  	
  Definitions

  	
   

  	
  1.1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit B

  	
  -

  	
  Ownership Interests and Taxpayer Identification Numbers

  	
   

  	
  8.10.2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit C

  	
  -

  	
  Authorized Representatives

  	
   

  	
  4 and 15.9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit D

  	
  -

  	
  Required Hazard Property and Other Insurance

  	
   

  	
  7.13 and 9.5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit E

  	
  -

  	
  Assignment and Acceptance

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit F

  	
  -

  	
  Lenders’ Commitment

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit G

  	
  -

  	
  Note

  	
   

  	
   

  



 


52

















 


EXHIBIT A TO LOAN
AGREEMENT


 


DEFINITIONS


 


Agent shall mean
Anglo Irish Bank Corporation plc, acting as agent for the Lenders.


 


Agreement as defined in
the Preamble.


 


Approved Lease as defined in Section 9.17.2.


 


Authorized Representatives as defined in Section 4.
and listed on Exhibit C.


 


Banking Day.  The term “Banking Day” means a day on which
banks are not required or authorized by law to close in Boston, Massachusetts.


 


Borrower as defined in
the Preamble.


 


Bridge Loan Agreement shall mean
that certain Bridge Loan Agreement dated as of the date hereof by and among
Borrower, Agent and Lenders for loans in the maximum aggregate principal amount
of $60,000,000.00.


 


Bridge Loan Default shall mean
a  Default under any of the “Loan
Documents” as defined in the Bridge Loan Agreement.


 


Bridge Loans shall mean the
loans made by Lenders to Borrower under the Bridge Loan Agreement.


 


Business Day shall mean:
any Banking Day and any other day of the year on which offices of the Agent are
not required or authorized by law to be closed for business in Boston, Massachusetts.  If any day on which a payment is due is not a
Business Day, then the payment shall be due on the next day following which is
a Business Day.  Further, if there is no
corresponding day for a payment in the given calendar month (i.e., there is no “February 30th”),
the payment shall be due on the last Business Day of the calendar month.


 


Calculation Date as defined in Section 9.19.1(i).


 


Calculation Period as defined in Section 9.19.1(ii).


 


Casualty as defined in Section 14.1


 


Collateral as defined in Section 7.5.


 


Commitment.  With respect to each Lender, the amount set
forth on Exhibit F hereto as the amount of such Lender’s commitment
to make advances to the Borrower, as may be amended from time to time by the
Agent as provided in Section 15.


 


Commitment Percentage.  With respect to each Lender, the percentage
set forth on Exhibit F hereto as such Lender’s percentage of the
aggregate Commitments of all of the Lenders, as may be amended from time to
time by the Agent as provided in Section 15.


 


Consultant as defined in Section 5.1.


 


Cost To Repair as defined in Section 14.3.


 


53

















 


Debt Service Coverage as defined in Section 9.19.1(iii).


 


Debt Service on the Loan as defined in Section 9.19.1(vi).


 


Deemed Rate of Interest as defined in Section 9.19.1(vii).


 


Default as defined in Section 11.1.


 


Delinquent Lender as defined in Section 15.13.


 


Depository
Bank as defined in Section 9.12.


 


Depository
Bank Letter Agreement as defined in Section 9.12.


 


Dollars shall mean
lawful money of the United States.


 


Eligible Assignee.  Any of (a) a commercial bank organized
under the laws of the United States, or any State thereof or the District of
Columbia, and having total assets in excess of $1,000,000,000; (b) a
savings and loan association or savings bank organized under the laws of the
United States, or any State thereof or the District of Columbia, and having a
net worth of at least $100,000,000, calculated in accordance with generally
accepted accounting principles; (c) a commercial bank organized under the
laws of any other country which is a member of the Organization for Economic
Cooperation and Development (the “OECD”), or a political subdivision of any
such country, and having total assets in excess of $1,000,000,000, provided
that such bank is acting through a branch or agency located in the country in
which it is organized or another country which is also a member of the OECD;
and (d) the central bank of any country which is a member of the OECD.


 


Environmental Indemnity as defined in Section 3.1.5.


 


Environmental Legal
Requirements as defined in the Environmental Indemnity.


 


ERISA and ERISA
Plan each as defined in Section 8.12.


 


Event of Default as defined in Section 11.1.


 


Extended
Maturity Date as defined in
Sections 2.2 and 2.6.


 


Extended
Term as defined in Section 2.2.


 


Future Commitment as defined in Section 15.13.


 


Guaranty as defined in Section 3.1.4.


 


Guarantor as defined in Section 1.5.


 


Hazardous Materials shall mean and
include asbestos, flammable materials, explosives, radioactive substances,
polychlorinated biphenyls, radioactive substances, other carcinogens, oil and
other petroleum products, pollutants or contaminants that could be a detriment
to the environment, and any other hazardous or toxic materials, wastes, or substances
which are defined, determined or identified as such in any past, present or
future federal, state or local laws, rules, codes or regulations, or any
judicial or administrative interpretation of such laws, rules, codes or
regulations.


 


54

















 


Improvements as defined in Section 1.3.


 


Indemnified Party as defined in Section 9.16.


 


Indemnitors as defined in Section 3.1.5.


 


Initial Term as defined in Section 2.2.


 


Investment shall mean the
acquisition of any real or tangible personal property or of any stock or other
security, any loan, advance, bank deposit, money market fund, contribution to
capital, extension of credit (except for accounts receivable arising in the
ordinary course of business and payable in accordance with customary terms) ,
or purchase or commitment or option to purchase or otherwise acquire real
estate or tangible personal property or stock or other securities of any party
or any part of the business or assets comprising such business, or any part
thereof.


 


Kendallville Improvements as defined in Section 1.3.2.


 


Kendallville Land as defined in Section 1.3.2.


 


Kendallville Property as defined in Section 1.3.2.


 


Land as defined in Section 1.3.


 


Legal Requirements shall mean all
applicable federal, state, county and local laws, by-laws, rules, regulations,
codes and ordinances, and the requirements of any governmental agency or
authority having or claiming jurisdiction with respect thereto, including, but
not limited to, those applicable to zoning, subdivision, building, health,
fire, safety, sanitation, the protection of the handicapped, and environmental
matters and shall also include all orders and directives of any court,
governmental agency or authority having or claiming jurisdiction with respect
thereto.


 


Lenders as defined in
the Preamble.


 


Lenders’ Consultants as defined in Section 5.1.


 


Licenses and Permits shall mean all
licenses, permits, authorizations and agreements issued by or agreed to by any
governmental authority, or by a private party pursuant to a Permitted Title
Exception, and including, but not limited to, building permits, occupancy
permits and such special permits, variances and other relief as may be required
pursuant to Legal Requirements which may be applicable to the Property or the
Property.


 


Liquidation Proceeds.  Amounts received by the Agent and/or the
Lenders in the exercise of the rights and remedies under the Loan Documents
(including, but not limited to, all rents, profits and other proceeds received
by the Agent and/or the Lenders from the operation of the Property or the
liquidation of any Collateral, but not including any amount bid at a
foreclosure sale by or on behalf of the Agent or otherwise credited to the
Borrower in, any deed-in-lieu of foreclosure or similar transaction).


 


Loan and Loans
as defined in Section 1.4.


 


Loan Agreement as defined in
the Preamble.


 


Loan Documents as defined in Section 3.2.


 


Loan Amount as defined in Section 2.1.


 


55














 


Loan To Value Ratio or LTV
Ratio as defined in Section 9.18.1.


 


MAI shall mean
Member of the Appraisers Institute.


 


Major Lease shall mean a
lease(s) for a Property (or a portion thereof) with each Major Tenant.


 


Major Tenant shall mean
each tenant in a Property.


 


Majority
Lenders.  As
of any date, the Lenders holding at least Sixty-six and two thirds
(66 2/3%) of the outstanding principal amount of the Note on such date;
and if no such principal is outstanding, the Lenders whose aggregate
Commitments constitute at least Sixty-six and two thirds percent (66 2/3%)
of the Total Commitment.


 


Make Whole Provision.  As defined in the Note.


 


Maturity shall mean the
Maturity Date, or, if the Maturity Date has been extended pursuant to the
provisions of the Loan Agreement, the Extended Maturity Date, or in any
instance, upon acceleration of the Loan, if the Loan has been accelerated by
Agent upon an Event of Default.


 


Maturity Date as defined in Section 2.2.


 


Milwaukee Improvements as defined in Section 1.3.1.


 


Milwaukee Land as defined in Section 1.3.1.


 


Milwaukee Property as defined in Section 1.3.1.


 


Mortgage as defined in Section 3.1.1.


 


NED Investors as defined in Section 9.6.8.


 


Net Operating Income as defined in Section 9.19.1(iv).


 


Note.  Collectively, the Note(s) payable to
each of the Lenders in the aggregate principal amount of THREE HUNDRED MILLION
DOLLARS ($300,000,000.00), as same may be hereafter amended and/or restated.


 


Obligations as defined in Section 3.1


 


Operating Expenses as defined in Section 9.19.1(v).


 


Original Appraisal as defined in Section 9.18.1.


 


Permitted Additional Debt as defined in Section 9.6.4.


 


Permitted Distributions as defined in Section 9.7.2.


 


Permitted Title Exceptions as defined in Exhibit B
to the Mortgage.


 


Permitted Transactions as defined in Section 9.6.2.


 


Permitted Transfers as defined in Section 9.6.3.


 


Property as defined in Section 1.3.


 


56

















 


Property
Costs shall mean all amounts paid or payable in
connection with owning, developing, leasing, operating, maintaining, repairing,
restoring, and managing a Property including, without limitation, all other
costs of construction, tenant inducements, leasing commissions, advertising,
interest, taxes, insurance, fees for architects, engineers, lawyers,
accountants and consultants, carrying costs, loan fees and other expenses of
owning, developing and operating a Property (other than the balance of
principal on the Loan due at Maturity).


 


Register as defined in Section 15.15.3.


 


Repair
Work as defined in Section 14.1.


 


Reportable
Event as defined in Section 8.12.


 


Required
Equity Contribution as defined in Section 6.2.


 


Registered
Land Surveyor shall mean a land
surveyor or engineer licensed as such in the jurisdiction where the Property is
situated.


 


SAgE as defined in Section 1.2.


 


Security as defined in Section 3.1.


 


Security
Documents as defined in Section 3.2.


 


SNDA
Agreement as defined in Section 9.17.4.


 


Statement as defined in Section 15.17.


 


STAG
III as defined in Section 1.2.


 


Surveyor and Survey Plan each as defined in Section 1.3.


 


Total Commitment.  The sum of the Commitments of the Lenders, as
in effect from time to time.


 


UCC means the
Uniform Commercial Code in effect in the Commonwealth of Massachusetts and the
jurisdiction where the Property is situated.


 


Updated Appraisal as defined in Section 9.18.2.


 


Variable Rate.  As defined in the Note.


 


Yield Maintenance Prepayment
Fee.   As defined in the Note.


 


57

















 


EXHIBIT B TO LOAN
AGREEMENT


 


OWNERSHIP INTERESTS AND


TAXPAYER IDENTIFICATION
NUMBERS


 


58

















 


EXHIBIT C TO LOAN
AGREEMENT


 


AUTHORIZED REPRESENTATIVES


 


Benjamin S. Butcher


 


59

















 


EXHIBIT D TO LOAN
AGREEMENT


 


REQUIRED PROPERTY, HAZARD
AND OTHER INSURANCE


 


Borrower shall at all times provide and maintain the
following insurance coverages with respect to each Property and the Collateral
issued by companies qualified to do business in the jurisdiction where the applicable Property is located, having a
Best’s Rating of not less than A-VIII and otherwise acceptable to Agent in its
sole discretion:


 


(i)                                                     physical
insurance on an all-risk basis without exception (including, without limitation,
flood required if property is in a “Special Flood Hazard Area” A or V),
vandalism and malicious mischief, earthquake, collapse, boiler explosion,
sprinkler coverage, cost of demolition, increased costs of construction and the
value of the undamaged portion of the building and soft costs coverage)
covering all the real estate, fixtures and personal property to the extent of
the full insurable value thereof, on a builder’s risk nonreporting form prior
to completion and occupancy to Occupy Endorsement, having replacement cost and
agreed amount endorsements (with deductibles not in excess of 1% of insurable
value);


 


(ii)                                                  rent loss or
business interruption insurance in an amount equal to one year’s projected
rentals or gross revenues;


 


(iii)                                               public
liability insurance, with underlying and umbrella coverages totaling not less
than $1,000,000.00 per occurrence and $5,000,000.00 in the aggregate or such
other amounts as may be determined by Agent from time to time;


 


(iv)                                              automobile
liability insurance (including nonowned automobile) with a coverage of
$1,000,000 per occurrence during construction;


 


(v)                                                 worker’s
compensation, employer’s liability and other insurance required by law;


 


(vi)                                              errors and
omissions or similar coverages from the Architect and consulting engineers in
limits and written by companies satisfactory to Agent; and


 


(vii)                                           such other
insurance coverages in such amounts as Agent may request consistent with the
customary practices of prudent developers and owners of similar properties.


 


An actual insurance policy or certified copy thereof, or a binder,
certificate of insurance, or other evidence of property coverage in the form of
Acord 27 (Evidence of Property Coverage), Acord 25 (Certificate of Insurance),
or a 30-day binder in form acceptable to Agent with an unconditional
undertaking to deliver the policy or a certified copy within thirty (30) days,
shall be delivered at closing of the Loan and prior to the first Loan.


 


Flood insurance shall be provided if the property or
the collateral is located in a flood prone, flood risk or flood hazard area as
designated pursuant to the Federal Flood Disaster Protection Act of 1973, as
amended, and the Regulations thereunder, or if otherwise reasonably 


 


60

















 


required by Agent.


 


Agent, on behalf of the Lenders, shall be named as
first mortgagee on policies of all risk-type insurance on the Property, as loss
payee on the Collateral and its contents, and as first mortgagee on rent-loss
or business interruption coverages related thereto.


 


Except with respect to public liability insurance,
as to which Agent, on behalf of the Lenders, shall be named as an additional
insured with respect to the Property or the Collateral, all other required
insurance coverages shall have a so-called “Mortgagee’s endorsement” or “Agent’s
loss-payable endorsement” which shall provide in substance as follows:


 


A.                                                             Loss or damage,
if any, under the policy shall be paid to Agent and its successors and assigns
(“Agent”) in whatever form or capacity its interest may appear and whether said
interest be vested in said Agent in its individual or in its disclosed or
undisclosed fiduciary or representative capacity, or otherwise, or vested in a
nominee or trustee of said Agent.


 


B.                                                             The insurance
under the policy, or under any rider or endorsement attached thereto, as to the
interest only of Agent, its successors and assigns, shall not be invalidated
nor suspended:


 


(a)      by any error,
omission or change respecting the ownership, description, possession or location
of the subject of the insurance or the interests therein or the title thereto;
or


 


(b)      by the
commencement of foreclosure or similar proceedings or the giving of notice of
sale of any of the property covered by the policy by virtue of any mortgage,
deed of trust, or security interest; or


 


(c)       by any breach
of warranty, act, omission, neglect, or noncompliance with any provisions of
the policy by the named insured, or any one else, whether before or after a
loss, which under the provisions of the policy of insurance, would invalidate
or suspend the insurance as to the named insured, excluding, however, any acts
or omissions of Agent while exercising active control and management of the
insured property.


 


C.                                                             Insurer shall
provide Agent and each of the Lenders with not less than thirty (30) days,
prior written notice of cancellation of the policy (for non-payment or any
other reason) or of the non-renewal thereof.


 


D.                                                             The insurer
reserves the right to cancel the policy at any time, but only as provided by
its terms.  However, in such case this
policy shall continue in force for the benefit of Agent for thirty (30) days
after written notice of such cancellation is received by Agent and shall then
cease.


 


E.                                                              Should legal
title to and beneficial ownership of any of the property covered under the
policy become vested in Agent or its agents, successors or assigns, insurance
under the policy shall continue for the term thereof for the benefit of Agent.


 


61

















 


F.                                                               All notices
herein provided to be given by the insurer to Agent in connection with this
policy and Agent’s loss payable endorsement shall be mailed to or delivered to
Agent by certified or registered mail, return receipt requested, as follows:


 


Anglo Irish Bank Corporation
plc, as Agent


265 Franklin Street


Boston, MA  02110


 


62

















 


EXHIBIT E TO LOAN AGREEMENT


 


FORM OF ASSIGNMENT AND ACCEPTANCE


 


Dated: as of                          


 


Reference is made to the Loan Agreement dated as of August 11,
2006 (the “Loan Agreement”), among STAG III ALBION, LLC and other affiliates
which may be joined to the Loan Agreement (“Borrower”) and ANGLO IRISH BANK
CORPORATION PLC, as Administrative Agent and the Lenders identified therein.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Loan
Agreement.


 


                                                                      (the
“Assignor”) and
                                    
(the “Assignee”) agree as follows:


 


1.                                      The Assignor
hereby sells and assigns to the Assignee, and the Assignee hereby purchases and
assumes from the Assignor, a
                            
(        %) interest in and to all of
the Assignor’s rights and obligations under the Loan Documents as of the
Effective Date (as hereinafter defined). 
The amount of the Assignor’s Commitment being purchased by and assigned
to the Assignee as of the Effective Date is
$                            .


 


2.                                      The Assignor (i) represents
that as of the date hereof, its Commitment Percentage (without giving effect to
assignments thereof which have not yet become effective) is
                
and the outstanding balance of the Loan owing to the Assignor under the Note
held by the Assignor (unreduced by any assignments thereof which have not yet
become effective) is
$                    ;
(ii) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
other instrument or document furnished pursuant thereto, other than that the
Assignor is the legal and beneficial owner of the interest being assigned by it
hereunder, that such interest is free and clear of any adverse claim, that it
is legally authorized to enter into this Assignment and Acceptance, and it has
no knowledge of the occurrence of an Event of Default under the Loan Agreement;
(iii) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower, Guarantor, or any
other person which may be primarily or secondarily liable in respect of any of
the Obligations or any of their obligations, or the performance or observance
by the Borrower, Guarantor, or any other person primarily or secondarily liable
in respect of any of the obligations under any of the Loan Documents or any
other instrument or document delivered or executed 


 


63

















 


pursuant thereto; and (iv) requests that the Administrative Agent
reflect on the Register maintained by the Administrative Agent the assignment
to the Assignee of that portion of the Assignor’s Commitment as set forth
herein.


 


3.                                      The Assignee (i) represents
and warrants that it is legally authorized to enter into this Assignment and
Acceptance; (ii) confirms that it has received a copy of the Loan
Documents, together with copies of the most recent financial statements of the
Borrower and the Guarantor delivered pursuant to the Loan Agreement and such
other documents and information as the Assignee has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Acceptance; (iii) agrees that it will, independently and without reliance
upon the Assignor or any Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents; (iv) confirms
that it is an Eligible Assignee; (v) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers as are expressly delegated to or conferred upon the Administrative
Agent as agent by the terms of the Loan Documents together with such other
powers as are reasonably incidental thereto; (vi) agrees that it will
perform all the obligations which by the terms of the Loan Documents are
required to be performed by the Assignee as a Lender in accordance with the
terms of the Loan Documents; and (vii) specifies as to its address for
notices the office set forth beneath its name on the signature page hereof.


 


4.                                      The effective
date for this Assignment and Acceptance shall be
                                  ,
                  
(the “Effective Date”).  Following the
execution of this Assignment and Acceptance, it will be delivered to the
Administrative Agent for acceptance and recording in the Register by the
Administrative Agent.


 


5.                                      Upon such
acceptance and recording, from and after the Effective Date, (i) the
Assignee shall be a party to the Loan Agreement and, to the extent provided in
this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder, and (ii) the Assignor shall, with respect to that portion of
its interest under the Loan Documents assigned hereunder relinquish its future
rights and be released from its future obligations under the Loan Documents but
shall remain liable for all obligations which arose prior to such assignment.


 


6.                                      Upon such
acceptance and recording, from and after the Effective Date, the Administrative
Agent shall make all payments in respect of the rights and obligations assigned
hereby (including payments of principal, interest, fees and other amounts) to
the Assignee.  The Assignor and Assignee
shall make all appropriate adjustments in payments for periods prior to the
Effective Date by the Administrative Agent or with respect to the making of
this assignment directly between themselves.


 


7.                                      THIS ASSIGNMENT
AND ACCEPTANCE IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT TO BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS.


 


64

















 


IN WITNESS WHEREOF, intending to be legally bound,
each of the undersigned has caused this Assignment and Acceptance to be
executed on its behalf by its officer thereunto duly authorized, as of the date
first above written.


 


	
   

  	
   

  
	
   

  	
  “Assignor”

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “Assignee”

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Notice Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone
  No.:

  
	
   

  	
  Telecopier
  No.:

  
				



 


65

















 


EXHIBIT F TO LOAN AGREEMENT


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  	
  Commitment

  Percentage

  	
   

  
	
  Anglo Irish Bank
  Corporation plc

  	
   

  	
  $

  	
  300,000,000.00

  	
   

  	
  100

  	
  %

  
							



 


66

















 


EXHIBIT G TO LOAN AGREEMENT


 


(Form of Note)


 


67














 


JOINDER TO LOAN AGREEMENT,


 


MODIFICATION TO SENIOR LOAN AGREEMENT, and


 


THIRD MODIFICATION TO BRIDGE LOAN AGREEMENT


 


This
Joinder to Loan Agreement, Modification Senior Loan Agreement and Third
Modification to Bridge Loan Agreement (this “Joinder”) is made this 20th day of December, 2007, by
and among:


 


(i) STAG III DANVILLE, LLC, a Delaware limited liability company
(hereinafter, “New Borrower”); (ii) STAG III ALBION, LLC, STAG III
MASON, LLC, STAG III ST. LOUIS, LLC, STAG III POMFRET, LLC, STAG III TAVARES,
LLC, STAG III STREAMWOOD, LLC, STAG III DAYTONA BEACH, LLC, STAG III MALDEN,
LLC,  STAG III GREAT BEND, LLC, STAG III
MILWAUKEE, LLC, STAG III YOUNGSTOWN, LLC, STAG III ROUND ROCK, L.P., STAG III
CHESTERFIELD, LLC, STAG III ARLINGTON, L.P., STAG III FARMINGTON, LLC, STAG III
CINCINNATI, LLC, STAG III APPLETON, LLC, STAG III JEFFERSON, LLC, STAG III
ELKHART, LLC, STAG III HOLLAND 2, LLC, STAG III FAIRFIELD, LLC, STAG III
MAYVILLE, LLC, STAG III MILWAUKEE 2, LLC, STAG III JACKSON, LLC, STAG III
MARYLAND BORROWER, LLC, STAG III POCATELLO, LLC, STAG III CANTON, LLC, STAG III
RAPID CITY, LLC, STAG III AMESBURY, LLC, STAG III HOLLAND, LLC, STAG III
SERGEANT BLUFF, LLC, STAG III LEWISTON, LLC, STAG III PENSACOLA, LLC, STAG III
BOARDMAN, LLC, STAG III NEWARK, LLC, STAG III TWINSBURG, LLC, and STAG III
DAYTON, LLC all Delaware limited liability companies or Delaware limited
partnerships (collectively referred to as the “Existing Borrower”, and,
together with New Borrower, collectively, “Borrower”), all having principal
executive offices at c/o STAG Capital Partners, 99 Chauncy Street, 10th Floor, Boston, Massachusetts 02111 and


 


(iii) ANGLO IRISH BANK CORPORATION PLC, with offices at 265
Franklin Street, 19th Floor, Boston, Massachusetts 02110, as agent (in such capacity,
the “Agent”) for its own benefit and the benefit of the other lenders;


 


in
consideration of the mutual covenants herein contained and benefits to be
derived herefrom.


 


W I T N E S S E T H :


 


A.            Reference is made to a certain Loan
Agreement dated as of August 11, 2006 (as amended, modified, supplemented
or restated and in effect from time to time, the “Senior Loan Agreement”)
and a certain Bridge Loan Agreement dated as of August 11, 2006 (as
amended, modified, supplemented or restated and in effect from time to time,
the “Bridge Loan Agreement”), by and among (i) Existing Borrower, (ii) the
Agent, and (iii) the Lenders party thereto (the “Lenders”).  All capitalized terms used herein, and not
otherwise defined herein, shall have the meanings assigned to such terms in the
Senior Loan Agreement and the Bridge Loan Agreement.


 


1

















 


B.            The New Borrower desires to become a
party to, and to be bound by the terms of, the Senior Loan Agreement and the
Bridge Loan Agreement and the other Loan Documents in the same capacity and to
the same extent as the Existing Borrower thereunder.


 


C.            Pursuant to the terms of the Senior
Loan Agreement and the Bridge Loan Agreement, in order for the New Borrower to
become party to the Senior Loan Agreement and the Bridge Loan Agreement and the
other Loan Documents as provided herein, the New Borrower and the Existing
Borrower are required to execute this Joinder.


 


D.            Borrower has requested that Lender
permit a Mezzanine Loan (as defined below) by NED SAgE IV LLC, a Delaware
limited liability company (“NED”) to STAG Investments Holdings III, LLC
(“Holdings”) in the amount of $20,000,000.00 and, in furtherance
thereof, to make certain modifications, among other items, to the constituent
ownership structure of New Borrower and additional Borrowers hereafter joined
to the Senior and Bridge Loans.  Lender
has agreed to the foregoing, subject to the agreements, terms and conditions
set forth in this Joinder.


 


E.             The term “Mezzanine Loan” as
used herein shall mean the loan or loans evidenced by that certain Mezzanine
Loan Agreement dated as of December 18, 2007 by and between NED and
Holdings (the “Mezzanine Loan Agreement”) as evidenced by a Promissory
Note in the amount of $20,000,000.00 (the “Mezzanine Note”) of Holdings
in favor of NED and secured by a Pledge and Security Agreement (the “Pledge”)
by Holdings in favor of NED of its interests in SAgE IV Aggregation, LLC, a
Delaware limited liability company (“SAgE IV”).  The term “Mezzanine Loan Documents”
shall mean the Mezzanine Loan Agreement, Mezzanine Note and the Pledge.


 


NOW,
THEREFORE, in consideration of the premises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


1.                                       Joinder and
Assumption of Obligations. 
Effective as of the date of this Joinder, the New Borrower hereby
acknowledges that the New Borrower has received and reviewed a copy of the
Senior Loan Agreement and the Bridge Loan Agreement, and acknowledges and
agrees to:


 


(a)                                  join in the
execution of, and become a party to, the Senior Loan Agreement and the Bridge
Loan Agreement as a Borrower thereunder, as indicated with its signature below;


 


(b)                                 be bound by all
representations, warranties, covenants, agreements, liabilities and
acknowledgments of the Existing Borrower under the Senior Loan Agreement and
the Bridge Loan Agreement and the other Loan Documents, in each case, with the
same force and effect as if such New Borrower was a signatory to the Senior
Loan Agreement and the Bridge Loan Agreement and the other Loan Documents and
was expressly named as a Borrower therein; and


 


(c)                                  assume all
rights and interests and perform all applicable duties and Obligations of the
Existing Borrower under the Senior Loan Agreement and the Bridge Loan Agreement
and the other Loan Documents.


 


2

















 


2.                                       Representations,
Warranties and Covenants.  The
New Borrower hereby makes all representations, warranties, and covenants set
forth in the Senior Loan Agreement and the Bridge Loan Agreement as of the date
hereof (other than representations, warranties and covenants that relate solely
to an earlier date).  To the extent that
any changes in any representations, warranties, and covenants require any
amendments to the schedules to the Senior Loan Agreement or the Bridge Loan
Agreement, such schedules are hereby updated, as evidenced by any supplemental
schedules (if any) annexed to this Joinder.


 


3.                                       Danville,
Kentucky Property.  New
Borrower will be utilizing loan proceeds advanced under the Senior Loan
Agreement and the Bridge Loan Agreement to acquire a parcel of land (the “Danville
Land”) located at 1355 Lebanon Road, Danville, Boyle County, Kentucky, more
particularly described in the Mortgage to be granted by New Borrower.  The Danville Land is presently improved by a
manufacturing, warehouse, and light assembly facility containing an aggregate
of approximately 766,185 square feet, with related parking and improvements
(the “Danville Improvements”).  The
Danville Land and the Danville Improvements are collectively called the “Danville
Property”, with the Danville Land being “Land” under the Senior Loan Agreement
and the Bridge Loan Agreement, the Danville Improvements being “Improvements”
under the Senior Loan Agreement and the Bridge Loan Agreement, and the Danville
Property being a “Property” under the Senior Loan Agreement and the Bridge Loan
Agreement.


 


4.                                       LaGrange,
Georgia Property  New Borrower
will be utilizing loan proceeds advanced under the Senior Loan Agreement and
the Bridge Loan Agreement to acquire a parcel of land (the “LaGrange Land”)
located at 1707 Shorewood Drive, LaGrange, Troup County, Georgia, more
particularly described in the Mortgage to be granted by New Borrower.  The LaGrange Land is presently improved by a
manufacturing facility containing an aggregate of approximately 239,537 square
feet, with related parking and improvements (the “LaGrange Improvements”).  The LaGrange Land and the LaGrange
Improvements are collectively called the “LaGrange Property”, with the LaGrange
Land being “Land” under the Senior Loan Agreement and the Bridge Loan
Agreement, the LaGrange Improvements being “Improvements” under the Senior Loan
Agreement and the Bridge Loan Agreement, and the LaGrange Property being a “Property”
under the Senior Loan Agreement and the Bridge Loan Agreement.


 


5.                                       Required Equity
Contribution.  Sections
6.2 of the Senior Loan Agreement and the Bridge Loan Agreement are hereby
modified to provide that the Borrower’s Required Equity Contribution may be
made by way of proceeds of the Mezzanine Loan.


 


6.                                       Other Liens.  Sections 7.6 of the Senior Loan Agreement and
the Bridge Loan Agreement are hereby deleted and replaced with the
following:  “No Other Liens; Taxes and
Municipal Charges Current.  The
Collateral shall not be subject to any liens or encumbrances, whether inferior
or superior to the Loan Documents or the Security Documents, except in respect
of: (i) real estate taxes and personal property taxes not yet due and
payable; (ii) Permitted Title Exceptions, if any and (iii) the
Pledge.  All real estate taxes, personal
property taxes and other municipal charges relating to any of the Collateral
shall be current.”


 


3

















 


7.                                       Ownership of
future Borrowers.  Sections
8.10.2 and Exhibit B of the Senior Loan Agreement and the Bridge Loan
Agreement are hereby modified to provide that SAgE IV is permitted to be an
owner of 100% of the interests in New Borrower and in additional Borrowers
hereafter to be joined to the Loan transaction.


 


8.                                       Permitted
Transfers.  Sections
9.6.3 of the Senior Loan Agreement and the Bridge Loan Agreement are hereby
modified by adding an additional subsection “ix” and “viii” respectively, as
follows:  “an NED Transfer pursuant to
the Mezzanine Loan Documents”.


 


9.                                       Permitted
Additional Debt.  Sections
9.6.4 of the Senior Loan Agreement and the Bridge Loan Agreement are hereby
modified by adding an additional subsection “v” at the end thereof as
follows:  “the Mezzanine Loan.”


 


10.                                 Name Change.  Borrower (including any future Borrowers) is
hereby permitted to change the name of the entities owned by SAgE IV by
deleting in such names the roman numerals “III” and replacing with the roman
numerals “IV”; provided however, that evidence of such name changes be provided
within five (5) days to Agent and subject to such further name change
evidences on other documentation as Agent may require.


 


11.                                 Maturity Date
of Bridge Loan.  From and
after the effective date of this Joinder, it is agreed by and among the Agent,
Lender and Borrower that the Maturity Date of the Bridge Loan as defined in Section 2.2
of the Bridge Loan Agreement is hereby March 31, 2008, and wherever stated
in the Loan Documents, the Maturity Date of the Bridge Loan is March 31,
2008.


 


12.                                 Ratification of
Loan Documents.  Except as
specifically amended by this Joinder and the other documents executed and
delivered in connection herewith, all of the terms and conditions of the Senior
Loan Agreement and the Bridge Loan Agreement and of the other Loan Documents
shall remain in full force and effect as in effect prior to the date hereof, without
releasing any obligors thereon or collateral security therefor.


 


13.                                 Conditions
Precedent to Effectiveness.  This Joinder shall not be effective until
each of the following conditions precedent have been fulfilled to the
reasonable satisfaction of the Agent:


 


(a)                                  This Joinder
shall have been duly executed and delivered by the respective parties hereto,
and shall be in full force and effect and in form and substance reasonably
satisfactory to the Agent.


 


(b)                                 All action on
the part of the Borrower and each other party necessary for the valid
execution, delivery and performance by the Borrower of this Joinder and all
other documentation, instruments, and agreements to be executed in connection
herewith shall have been duly and effectively taken and evidence thereof
reasonably satisfactory to the Agent shall have been provided to the Agent.


 


4

















 


(c)                                  All due
diligence items required under the Senior Loan Agreement and the Bridge Loan
Agreement with respect to the New Property have been delivered to the Agent.


 


(d)                                 The Borrower
shall have delivered the following to the Agent, in form and substance
reasonably satisfactory to the Agent:


 


(i)                                     A Certificate
of Legal Existence and Good Standing issued by the Secretary of the State of
the incorporation or organization of New Borrower.


 


(ii)                                  A certificate
of an authorized officer relating to the organization and existence of such
party, the authorization of the transactions contemplated by the Loan Documents
and this Joinder, and attesting to the true signatures of each Person authorized
as a signatory to any of the Loan Documents and this Joinder, together with
true and accurate copies of all organizational documents.


 


(iii)                               Execution and
delivery by the New Borrower of the following Loan Documents:


 


a)                                      Joinder to the
Promissory Note;


 


b)                                     The Security
Documents required under Section 3.1 of the Senior Loan Agreement and the
Bridge Loan Agreement;


 


c)                                      Such other
applicable documents and agreements required by the Agent.


 


(e)                                  The Agent shall
have received a written legal opinion of the Borrower’s counsel addressed to
the Agent and the other Lenders, covering such matters relating to the
Borrower, the Loan Documents and/or the transactions contemplated thereby as
the Agent shall reasonably request.


 


(f)                                    All fees and
expenses incurred by the Agent in connection with the preparation and
negotiation of this Joinder and related documents (including the reasonable
fees and expenses of counsel to the Agent) shall have been paid in full.


 


(g)                                 No Default or
Event of Default shall have occurred and be continuing.


 


(h)                                 The Borrower
shall have executed and delivered to the Agent such additional documents,
instruments, and agreements as the Agent may reasonably request.


 


(i)                                     The Borrower
shall have paid a Bridge Loan Extension fee of $65,000.00 to Lender.


 


5

















 


14.                                 Miscellaneous.


 


(a)                                  This Joinder
may be executed in several counterparts and by each party on a separate
counterpart, each of which when so executed and delivered shall be an original,
and all of which together shall constitute one instrument.


 


(b)                                 This Joinder
expresses the entire understanding of the parties with respect to the
transactions contemplated hereby.  No
prior negotiations or discussions shall limit, modify, or otherwise affect the
provisions hereof.


 


(c)                                  Any
determination that any provision of this Joinder or any application hereof is
invalid, illegal or unenforceable in any respect and in any instance shall not
affect the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality or enforceability of any other provisions
of this Joinder.


 


(d)                                 The Borrower
shall pay all fees and expenses of the Agent, including, without limitation,
reasonable attorneys’ fees in connection with the preparation, negotiation,
execution and delivery of this Joinder in accordance with the terms of the
Senior Loan Agreement and the Bridge Loan Agreement.


 


(e)                                  The New
Borrower warrants and represents that the New Borrower has consulted with
independent legal counsel of its selection in connection with this Joinder and
is not relying on any representations or warranties of the Agent or the Lenders
or their counsel in entering into this Joinder.


 


(f)                                    THIS JOINDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF.


 


[Remainder of page intentionally
blank]


 


6














 


IN
WITNESS WHEREOF, each of the undersigned has caused this Joinder to be duly
executed and delivered by its proper and duly authorized officer as of the date
set forth above.


 


	
   

  	
  NEW
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  STAG
  III DANVILLE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  AGENT
  AND LENDER:

  
	
   

  	
   

  
	
   

  	
  ANGLO IRISH BANK
  CORPORATION PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Matt Moran

  
	
   

  	
  Name:

  	
  Matt
  Moran

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Willie McAteer

  
	
   

  	
  Name:

  	
  Willie
  McAteer

  
	
   

  	
  Title:

  	
  Director

  



 


7

















 


Acknowledged
and Agreed:


 


EXISTING
BORROWERS:


 


	
  STAG III ALBION, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III MASON, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III ST. LOUIS, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III POMFRET, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III TAVARES, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III STREAMWOOD, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  



 


8

















 


	
  STAG III DAYTONA BEACH, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III MALDEN, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III GREAT BEND, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III MILWAUKEE, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III YOUNGSTOWN, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III ROUND ROCK, L.P.

  	
   

  
	
   

  	
   

  
	
  By:
  STAG Investments GP III, LLC, its sole general partner

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  



 


9

















 


	
  STAG III CHESTERFIELD, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III ARLINGTON, L.P.

  	
   

  
	
   

  	
   

  
	
  By: STAG Investments GP
  III, LLC, its sole general partner

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III FARMINGTON, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III CINCINNATI, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III APPLETON, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III JEFFERSON, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  



 


10

















 


	
  STAG III ELKHART, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III HOLLAND 2, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III FAIRFIELD, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III MAYVILLE, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III MILWAUKEE 2, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III JACKSON, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  



 


11

















 


	
  STAG III MARYLAND BORROWER, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III POCATELLO, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III CANTON, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III RAPID CITY, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III AMESBURY, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III HOLLAND, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  



 


12

















 


	
  STAG III SERGEANT BLUFF,
  LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III LEWISTON, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III PENSACOLA, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III BOARDMAN, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG III NEWARK, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG
  III TWINSBURG, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG
  III DAYTON, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  
	
  Title:

  	
  Authorized Officer

  	
   

  



 


13

















 


Consented
to and Agreed:


 


GUARANTOR:


 


STAG INVESTMENTS HOLDINGS III, LLC


 


	
  BY:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Officer

  	
   

  



 


14














 


JOINDER TO LOAN AGREEMENT,


 


SECOND MODIFICATION TO SENIOR LOAN AGREEMENT, and


 


FOURTH MODIFICATION TO BRIDGE LOAN AGREEMENT


 


This
Joinder to Loan Agreement, Second Modification to Senior Loan Agreement and
Fourth Modification to Bridge Loan Agreement (this “Joinder”) is made
this 12th day of February, 2008, by and among:


 


STAG IV LEXINGTON, LLC, a Delaware limited liability company
(hereinafter, “New Borrower”), with its principal executive offices at
c/o STAG Capital Partners, 99 Chauncy Street, 10th Floor,
Boston, Massachusetts 02111, Existing Borrower (as defined in Recital A below
and, together with New Borrower, hereinafter collectively the “Borrower”);
and


 


ANGLO IRISH BANK CORPORATION PLC, with offices at 265 Franklin Street,
19th Floor, Boston, Massachusetts 02110, as agent (in such capacity, the “Agent”)
for its own benefit and the benefit of the other lenders;


 


in
consideration of the mutual covenants herein contained and benefits to be
derived herefrom.


 


W I T N E S S E T H :


 


A.                                   Reference is
made to a certain Loan Agreement dated as of August 11, 2006 (as amended,
modified, supplemented or restated and in effect from time to time, the “Senior
Loan Agreement”) and a certain Bridge Loan Agreement dated as of August 11,
2006 (as amended, modified, supplemented or restated and in effect from time to
time, the “Bridge Loan Agreement”), by and among (i) STAG III
ALBION, LLC, STAG III MASON, LLC, STAG III ST. LOUIS, LLC, STAG III POMFRET,
LLC, STAG III TAVARES, LLC, STAG III STREAMWOOD, LLC, STAG III DAYTONA BEACH,
LLC, STAG III MALDEN, LLC,  STAG III
GREAT BEND, LLC, STAG III MILWAUKEE, LLC, STAG III YOUNGSTOWN, LLC, STAG III
ROUND ROCK, L.P., STAG III CHESTERFIELD, LLC, STAG III ARLINGTON, L.P., STAG
III FARMINGTON, LLC, STAG III CINCINNATI, LLC, STAG III APPLETON, LLC, STAG III
JEFFERSON, LLC, STAG III ELKHART, LLC, STAG III HOLLAND 2, LLC, STAG III
FAIRFIELD, LLC, STAG III MAYVILLE, LLC, STAG III MILWAUKEE 2, LLC, STAG III
JACKSON, LLC, STAG III MARYLAND BORROWER, LLC, STAG III POCATELLO, LLC, STAG III
CANTON, LLC, STAG III RAPID CITY, LLC, STAG III AMESBURY, LLC, STAG III
HOLLAND, LLC, STAG III SERGEANT BLUFF, LLC, STAG III LEWISTON, LLC, STAG III
PENSACOLA, LLC, STAG III BOARDMAN, LLC, STAG III NEWARK, LLC, STAG III
TWINSBURG, LLC, STAG III DAYTON, LLC, 
STAG III DANVILLE, LLC, STAG III SEVILLE, LLC, STAG III PITTSBURGH, LLC
and STAG IV ALEXANDRIA, LLC all Delaware limited liability companies or
Delaware limited partnerships, all having an address at c/o STAG Capital
Partners, 99 Chauncy Street, 10th Floor,
Boston, Massachusetts 02111, (collectively referred to as the “Existing
Borrower”), (ii) the Agent, and (iii) the Lenders party thereto
(the “Lenders”).  All capitalized
terms used herein, and 


 


1

















 


not
otherwise defined herein, shall have the meanings assigned to such terms in the
Senior Loan Agreement and the Bridge Loan Agreement.


 


B.                                     The New
Borrower desires to become a party to, and to be bound by the terms of, the
Senior Loan Agreement and the Bridge Loan Agreement and the other Loan
Documents in the same capacity and to the same extent as the Existing Borrower
thereunder.


 


C.                                     Pursuant to the
terms of the Senior Loan Agreement and the Bridge Loan Agreement, in order for
the New Borrower to become party to the Senior Loan Agreement and the Bridge
Loan Agreement and the other Loan Documents as provided herein, the New
Borrower and the Existing Borrower are required to execute this Joinder.


 


D.                                    Borrower has
requested that Lender permit a Second Mezzanine Loan (as defined below) by NED
SAgE IV LLC, a Delaware limited liability company (“NED”) to STAG
Investments Holdings III, LLC (“Holdings”) in the amount of
$5,000,000.00 and, in furtherance thereof, to make certain modifications, among
other items, to the constituent ownership structure of New Borrower and
additional Borrowers hereafter joined to the Senior and Bridge Loans.  Lender has agreed to the foregoing, subject
to the agreements, terms and conditions set forth in this Joinder.


 


E.                                      The term “Second
Mezzanine Loan” as used herein shall mean the loan or loans evidenced by
that certain Mezzanine Loan Agreement dated as of February 6, 2008 by and
between NED and Holdings (the “Second Mezzanine Loan Agreement”) as
evidenced by a Promissory Note in the amount of $5,000,000.00 (the “Second
Mezzanine Note”) of Holdings in favor of NED and secured by a Pledge and
Security Agreement (the “Second Pledge”) by Holdings in favor of NED of
its interests in STAG IV Holdings, LLC, a Delaware limited liability company (“STAG
IV”).  The term “Second Mezzanine
Loan Documents” shall mean the Second Mezzanine Loan Agreement, Second
Mezzanine Note and the Second Pledge.


 


NOW,
THEREFORE, in consideration of the premises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


1.                                       Joinder and
Assumption of Obligations. 
Effective as of the date of this Joinder, the New Borrower hereby
acknowledges that the New Borrower has received and reviewed a copy of the
Senior Loan Agreement and the Bridge Loan Agreement, and acknowledges and
agrees to:


 


(a)                                  join in the
execution of, and become a party to, the Senior Loan Agreement and the Bridge
Loan Agreement as a Borrower thereunder, as indicated with its signature below;


 


(b)                                 be bound by all
representations, warranties, covenants, agreements, liabilities and
acknowledgments of the Existing Borrower under the Senior Loan Agreement and
the Bridge Loan Agreement and the other Loan Documents, in each case, with the
same force and effect as if such New Borrower was a signatory to the Senior
Loan Agreement and the Bridge Loan Agreement and the other Loan Documents and
was expressly named as a Borrower therein; and


 


2

















 


(c)                                  assume all
rights and interests and perform all applicable duties and Obligations of the
Existing Borrower under the Senior Loan Agreement and the Bridge Loan Agreement
and the other Loan Documents.


 


2.                                       Representations,
Warranties and Covenants.  The
New Borrower hereby makes all representations, warranties, and covenants set
forth in the Senior Loan Agreement and the Bridge Loan Agreement as of the date
hereof (other than representations, warranties and covenants that relate solely
to an earlier date).  To the extent that
any changes in any representations, warranties, and covenants require any
amendments to the schedules to the Senior Loan Agreement or the Bridge Loan
Agreement, such schedules are hereby updated, as evidenced by any supplemental
schedules (if any) annexed to this Joinder.


 


3.                                       Lexington,
North Carolina Property.  New
Borrower will be utilizing loan proceeds advanced under the Senior Loan
Agreement and the Bridge Loan Agreement to acquire a parcel of land (the “Lexington
Land”) located at 200 Woodside Drive, Lexington, Davidson County, North
Carolina more particularly described in the Mortgage to be granted by New
Borrower.  The Lexington Land is
presently improved by a warehouse and distribution facilities containing an
aggregate of approximately 201,886 +/- square feet, with related parking and
improvements (the “Lexington Improvements”). 
The Lexington Land and the Lexington Improvements are collectively
called the “Lexington Property”, with the Lexington Land being “Land” under the
Senior Loan Agreement and the Bridge Loan Agreement, the Lexington Improvements
being “Improvements” under the Senior Loan Agreement and the Bridge Loan
Agreement, and the Lexington Property being a “Property” under the Senior Loan
Agreement and the Bridge Loan Agreement.


 


4.                                       Required Equity
Contribution.  Sections
6.2 of the Senior Loan Agreement and the Bridge Loan Agreement are hereby
modified to provide that the Borrower’s Required Equity Contribution may be
made by way of proceeds of the Second Mezzanine Loan.


 


5.                                       Other Liens.  Sections 7.6 of the Senior Loan Agreement and
the Bridge Loan Agreement are hereby deleted and replaced with the
following:  “No Other Liens; Taxes and
Municipal Charges Current.  The
Collateral shall not be subject to any liens or encumbrances, whether inferior
or superior to the Loan Documents or the Security Documents, except in respect
of: (i) real estate taxes and personal property taxes not yet due and
payable; (ii) Permitted Title Exceptions, if any; (iii) the Pledge;
and (iv) the Second Pledge.  All
real estate taxes, personal property taxes and other municipal charges relating
to any of the Collateral shall be current.”


 


6.                                       Ratification of
Loan Documents.  Except as
specifically amended by this Joinder and the other documents executed and
delivered in connection herewith, all of the terms and conditions of the Senior
Loan Agreement and the Bridge Loan Agreement and of the other Loan Documents
shall remain in full force and effect as in effect prior to the date hereof, without
releasing any obligors thereon or collateral security therefor.


 


7.                                       Ownership of
future Borrowers.  Sections
8.10.2 and Exhibit B of the Senior Loan Agreement and the Bridge Loan
Agreement are hereby modified to provide that STAG 


 


3

















 


IV Holdings, LLC is
permitted to be an owner of 100% of the interests in New Borrower and in
additional Borrowers hereafter to be joined to the Loan transaction.


 


8.                                       Permitted
Transfers.  Section 9.6.3
(ix) of the Senior Loan Agreement and Section 9.6.3 (viii) of
the Bridge Loan Agreement, respectively are hereby deleted and replaced as
follows: “an NED Transfer pursuant to the Mezzanine Loan Documents and the
Second Mezzanine Loan Documents”.


 


9.                                       Permitted
Additional Debt.  Sections
9.6.4 (v) of the Senior Loan Agreement and the Bridge Loan Agreement are
hereby deleted and replaced as follows:  “the
Mezzanine Loan and the Second Mezzanine Loan.”


 


10.                                 Conditions
Precedent to Effectiveness.  This Joinder shall not be effective until
each of the following conditions precedent have been fulfilled to the
reasonable satisfaction of the Agent:


 


(a)                                  This Joinder
shall have been duly executed and delivered by the respective parties hereto,
and shall be in full force and effect and in form and substance reasonably
satisfactory to the Agent.


 


(b)                                 All action on
the part of the Borrower and each other party necessary for the valid
execution, delivery and performance by the Borrower of this Joinder and all
other documentation, instruments, and agreements to be executed in connection
herewith shall have been duly and effectively taken and evidence thereof
reasonably satisfactory to the Agent shall have been provided to the Agent.


 


(c)                                  All due
diligence items required under the Senior Loan Agreement and the Bridge Loan
Agreement with respect to the New Property have been delivered to the Agent.


 


(d)                                 The Borrower
shall have delivered the following to the Agent, in form and substance
reasonably satisfactory to the Agent:


 


(i)            A Certificate
of Legal Existence and Good Standing issued by the Secretary of the State of
the incorporation or organization of New Borrower.


 


(ii)           A certificate
of an authorized officer relating to the organization and existence of such
party, the authorization of the transactions contemplated by the Loan Documents
and this Joinder, and attesting to the true signatures of each Person
authorized as a signatory to any of the Loan Documents and this Joinder,
together with true and accurate copies of all organizational documents.


 


(iii)          Execution and
delivery by the New Borrower of the following Loan Documents:


 


a)                                      Joinder to the
Promissory Note;


 


4

















 


b)                                     The Security
Documents required under Section 3.1 of the Senior Loan Agreement and the
Bridge Loan Agreement;


 


c)                                      Such other
applicable documents and agreements required by the Agent.


 


(e)                                  The Agent shall
have received a written legal opinion of the Borrower’s counsel addressed to
the Agent and the other Lenders, covering such matters relating to the
Borrower, the Loan Documents and/or the transactions contemplated thereby as
the Agent shall reasonably request.


 


(f)                                    All fees and
expenses incurred by the Agent in connection with the preparation and
negotiation of this Joinder and related documents (including the reasonable
fees and expenses of counsel to the Agent) shall have been paid in full.


 


(g)                                 No Default or
Event of Default shall have occurred and be continuing.


 


(h)                                 The Borrower
shall have executed and delivered to the Agent such additional documents,
instruments, and agreements as the Agent may reasonably request.


 


11.                                 Miscellaneous.


 


(a)                                  This Joinder
may be executed in several counterparts and by each party on a separate
counterpart, each of which when so executed and delivered shall be an original,
and all of which together shall constitute one instrument.


 


(b)                                 This Joinder
expresses the entire understanding of the parties with respect to the
transactions contemplated hereby.  No
prior negotiations or discussions shall limit, modify, or otherwise affect the
provisions hereof.


 


(c)                                  Any
determination that any provision of this Joinder or any application hereof is
invalid, illegal or unenforceable in any respect and in any instance shall not
affect the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality or enforceability of any other provisions
of this Joinder.


 


(d)                                 The Borrower
shall pay all fees and expenses of the Agent, including, without limitation,
reasonable attorneys’ fees in connection with the preparation, negotiation,
execution and delivery of this Joinder in accordance with the terms of the
Senior Loan Agreement and the Bridge Loan Agreement.


 


(e)                                  The New
Borrower warrants and represents that the New Borrower has consulted with
independent legal counsel of its selection in connection with this Joinder and
is not relying on any representations or warranties of the Agent or the Lenders
or their counsel in entering into this Joinder.


 


(f)                                    THIS JOINDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
COMMONWEALTH OF 


 


5

















 


MASSACHUSETTS, WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


[Remainder of page intentionally
blank]


 


6














 


IN
WITNESS WHEREOF, each of the undersigned has caused this Joinder to be duly
executed and delivered by its proper and duly authorized officer as of the date
set forth above.


 


	
   

  	
  NEW
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  STAG IV LEXINGTON, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Stephen C. Mecke

  
	
   

  	
  Name: 

  	
  Stephen C. Mecke

  
	
   

  	
  Title: 

  	
  Authorized Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGENT
  AND LENDER:

  
	
   

  	
   

  
	
   

  	
  ANGLO IRISH BANK
  CORPORATION PLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Nicholas Lyons

  
	
   

  	
  Name:
  

  	
  Nicholas
  Lyons

  
	
   

  	
  Title:
  

  	
  Associate
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Kieran Dowling

  
	
   

  	
  Name:
  

  	
  Kieran
  Dowling

  
	
   

  	
  Title:
  

  	
  Director

  



 


7

















 


	
  Acknowledged
  and Agreed:

  	
   

  
	
   

  	
   

  
	
  EXISTING
  BORROWERS:

  	
   

  
	
   

  	
   

  
	
  STAG
  III ALBION, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III MASON, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III ST. LOUIS, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III POMFRET, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III TAVARES, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III STREAMWOOD, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  



 


8

















 


	
  STAG
  III DAYTONA BEACH, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III MALDEN, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III GREAT BEND, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III MILWAUKEE, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III YOUNGSTOWN, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III ROUND ROCK, L.P.

  	
   

  
	
   

  	
   

  
	
  By:
  STAG Investments GP III, LLC, its sole general partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  



 


9

















 


	
  STAG
  III CHESTERFIELD, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III ARLINGTON, L.P.

  	
   

  
	
   

  	
   

  
	
  By: STAG Investments GP III, LLC, its sole general partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III FARMINGTON, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III CINCINNATI, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III APPLETON, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III JEFFERSON, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  



 


10

















 


	
  STAG
  III ELKHART, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III HOLLAND 2, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III FAIRFIELD, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III MAYVILLE, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III MILWAUKEE 2, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III JACKSON, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG
  III MARYLAND BORROWER, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
  Name:
  

  	
  Stephen
  C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  



 


11

















 


	
  STAG III POCATELLO, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG III CANTON, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG III RAPID CITY, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG III AMESBURY, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG III HOLLAND, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STAG III SERGEANT BLUFF, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
  STAG III LEWISTON, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
  STAG III PENSACOLA, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  



 


12

















 


	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
  STAG III BOARDMAN, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
  STAG III NEWARK, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title:
  

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
  STAG III TWINSBURG, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title: 

  	
  Authorized Officer

  	
   

  
	
   

  	
   

  
	
  STAG III DAYTON, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title: 

  	
  Authorized Officer

  	
   

  



 


13

















 


	
  STAG III DANVILLE, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title: 

  	
  Authorized Officer

  	
   

  
	
   

  	
   

  
	
  STAG III SEVILLE, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title: 

  	
  Authorized Officer

  	
   

  
	
   

  	
   

  
	
  STAG III PITTSBURGH, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title: 

  	
  Authorized Officer

  	
   

  
	
   

  	
   

  
	
  STAG IV ALEXANDRIA, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen C. Mecke

  	
   

  
	
  Name: 

  	
  Stephen C. Mecke

  	
   

  
	
  Title: 

  	
  Authorized Officer

  	
   

  



 


14

















 


Consented
to and Agreed:


 


	
  GUARANTOR:

  	
   

  
	
   

  	
   

  
	
  STAG INVESTMENTS HOLDINGS III,
  LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:
  

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
   

  	
  Name:
  Stephen C. Mecke

  	
   

  
	
   

  	
  Title:
  Authorized Officer

  	
   

  



 


15














 


THIRD MODIFICATION TO SENIOR LOAN AGREEMENT,


 


EIGHTH MODIFICATION TO BRIDGE LOAN AGREEMENT and


 


AGREEMENT TO RELEASE PROPERTIES


 


This
Third Modification to Senior Loan Agreement, Eighth Modification to Bridge Loan
Agreement and Agreement to Release Properties (this “Agreement”) is made
this 28th day of July, 2008 (the “Effective Date”), by and among STAG
III ALBION, LLC, STAG III MASON, LLC, STAG III ST. LOUIS, LLC, STAG III
POMFRET, LLC, STAG III TAVARES, LLC, STAG III STREAMWOOD, LLC, STAG III DAYTONA
BEACH, LLC, STAG III MALDEN, LLC,  STAG
III GREAT BEND, LLC, STAG III MILWAUKEE, LLC, STAG III YOUNGSTOWN, LLC, STAG
III ROUND ROCK, L.P., STAG III CHESTERFIELD, LLC, STAG III ARLINGTON, L.P.,
STAG III FARMINGTON, LLC, STAG III CINCINNATI, LLC, STAG III APPLETON, LLC,
STAG III JEFFERSON, LLC, STAG III ELKHART, LLC, STAG III HOLLAND 2, LLC, STAG
III FAIRFIELD, LLC, STAG III MAYVILLE, LLC, STAG III MILWAUKEE 2, LLC, STAG III
JACKSON, LLC, STAG III MARYLAND BORROWER, LLC, STAG III POCATELLO, LLC, STAG
III CANTON, LLC, STAG III RAPID CITY, LLC, STAG III AMESBURY, LLC, STAG III
HOLLAND, LLC, STAG III SERGEANT BLUFF, LLC, STAG III LEWISTON, LLC, STAG III
PENSACOLA, LLC, STAG III BOARDMAN, LLC, STAG III NEWARK, LLC, STAG III
TWINSBURG, LLC, STAG III DAYTON, LLC, 
STAG IV DANVILLE, LLC (“Danville Borrower”), STAG IV SEVILLE, LLC
(“Seville Borrower”), STAG IV PITTSBURGH, LLC (“Pittsburgh Borrower”),  STAG IV ALEXANDRIA, LLC (“Alexandria
Borrower”), STAG IV LEXINGTON, LLC (“Lexington Borrower”), STAG IV
PITTSBURGH 2, LLC (“Pittsburgh 2 Borrower”) and STAG IV WACO, L.P. (“Waco
Borrower”) all Delaware limited liability companies or Delaware limited
partnerships (each, a “Borrower” and collectively, the “Borrowers”)
all having principal executive offices at c/o STAG Capital Partners, 99 Chauncy
Street, 10th Floor, Boston, Massachusetts 02111 and ANGLO
IRISH BANK CORPORATION PLC, with offices at 265 Franklin Street, 19th Floor,
Boston, Massachusetts 02110, as agent (in such capacity, the “Agent”)
for its own benefit and the benefit of the other lenders; in consideration of
the mutual covenants herein contained and benefits to be derived herefrom.


 


W I T N E S S E T H :


 


A.                                   Reference is
made to a certain:


 


Loan
Agreement dated as of August 11, 2006 as amended by that certain Joinder
to Loan Agreement, Modification to Senior Loan Agreement and Third Modification
to Bridge Loan Agreement dated December 20, 2007, as further amended by
that certain Joinder to Loan Agreement, Second Modification to Senior Loan
Agreement and Fourth Modification to Bridge Loan Agreement dated February 12,
2008 (and as amended, modified, supplemented, or restated and in effect from
time to time, the “Senior Loan Agreement”) in the maximum aggregate
amount of $300,000,000.00 (the “Senior Loan”) by and among Borrowers,
Agent and the lenders party thereto (collectively the “Lender”) as 


 


1

















 


further
evidenced by that certain Promissory Note dated as of August 11, 2006 in
the amount of the Senior Loan (the “Senior Note”);


 


and
a certain;


 


Bridge
Loan Agreement dated as of August 11, 2006, as amended by that certain
Loan Modification Agreement dated June 6, 2007, as further amended by that
certain Second Loan Modification Agreement dated July 1, 2007, as further
amended by that certain Joinder to Loan Agreement, Modification to Senior Loan
Agreement and Third Modification to Bridge Loan Agreement dated December 20,
2007, as further amended by that certain Joinder to Loan Agreement, Second
Modification to Senior Loan Agreement and Fourth Modification to Bridge Loan
Agreement dated February 12, 2008, as further amended by that certain
Fifth Modification to Bridge Loan Agreement dated March 28, 2008, as
further amended by that certain Sixth Modification to Bridge Loan Agreement
dated May 15, 2008, as further amended by that certain Seventh
Modification to Bridge Loan Agreement dated June 30, 2008  (as amended, modified, supplemented or
restated and in effect from time to time, the “Bridge Loan Agreement”)
in the maximum aggregate amount of $60,000,000.00 (the “Bridge Loan”),
by and among Borrowers, the Agent and the Lender party thereto, as further
evidenced by that certain Promissory Note dated as of August 11, 2006 in
the amount of the Bridge Loan (the “Bridge Note”).


 


All
capitalized terms used herein, and not otherwise defined herein, shall have the
meanings assigned to such terms in the Senior Loan Agreement and the Bridge
Loan Agreement.


 


B.                                     Borrowers have
requested that Lender release the Alexandria Borrower, Pittsburgh Borrower,
Lexington Borrower, Seville Borrower, Danville Borrower, Pittsburgh 2 Borrower
and Waco Borrower (collectively, the “Release Borrowers”) from their
obligations under the Senior Loan Agreement and under the Bridge Loan
Agreement; and release the respective properties owned by them and further
described on Exhibit A attached hereto (collectively, the “Release
Properties”) from the lien of any security documents of the Agent and
Lender with respect thereto (the “Release Security Documents”, also identified
on Exhibit A). The term “Remaining Borrowers” as used in this
Agreement shall mean all of the Borrowers as defined in the initial paragraph
to this Agreement, extracting from the list those Borrowers who have been
defined herein as Release Borrowers.


 


C.                                     Lender has
agreed to release the Release Borrowers from their obligations under the Senior
Loan and the Bridge Loan and the Release Properties from the lien of Lender’s
security interests, subject to the agreements, terms and conditions set forth
in this Agreement.


 


2

















 


NOW,
THEREFORE, in consideration of the premises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


1.                                       Senior Loan
Principal  Payment.   On or before the Effective Date, Borrowers
shall make a payment in the amount of $47,020,009.00 to be applied in reduction
of the principal balance on the Senior Loan.


 


2.                                       Maximum Aggregate
Senior Loan Amount. 
Notwithstanding anything in the Senior Loan Agreement to the contrary,
the maximum aggregate amount of the Senior Loan is hereby $206,692,502.00.


 


3.                                       Bridge Loan
Principal  Payment.   On or before the Effective Date, Borrowers shall
make a payment in the amount of $9,404,004.00 to be applied in reduction of the
principal balance on the Bridge Loan.


 


4.                                       Maximum
Aggregate Bridge Loan Amount.  Notwithstanding anything in the Bridge  Loan Agreement to the contrary, the maximum
aggregate amount of the Bridge Loan is hereby $41,898,738.00.


 


5.                                       Maturity Date
of the Bridge Loan. From and after the Effective Date, it is agreed by
and among the Agent, Lender and Borrower that the Maturity Date of the Bridge
Loan as defined in Section 2.2 of the Bridge Loan Agreement is hereby
amended to be August 11, 2009, and wherever stated in the Loan Documents,
the Maturity Date of the Bridge Loan is August 11, 2009.


 


6.                                       Amendment to
Bridge Note.  The
definition of the term “Spread” at Section 5.13 of the Bridge Note is
hereby deleted and replaced with the following:


 


“The term “Spread” shall mean four hundred (400)
basis points.”


 


7.                                       Amendment to
Senior Loan Agreement.  Section 9.19.1(iii) of
the Senior Loan Agreement is hereby deleted and replaced with the following:


 


“Debt
Service Coverage” shall mean the ratio for the Calculation Period of:  (A) Net Operating Income (in each
instance calculated in the aggregate with respect to each Property which is
Collateral) to (B) aggregate Debt Service on the Loan.”


 


8.                                       Release of
Release  Borrowers.  As of the Effective Date, the Release
Borrowers are hereby released as Borrowers and loan parties pursuant to the
Senior Loan Agreement and Bridge Loan Agreement and are hereby released from
their obligations arising under the Release Security Documents. The mortgage
lien of the Agent with respect to the Release Properties shall terminate as of
the Effective Date.  Agent shall execute
such  documents and instruments
(including UCC-3 financing statements) to effectuate this release and
termination.


 


9.                                       Conditions
Precedent to Effectiveness.  This Agreement shall become effective as of
the Effective Date at such time when all of the following conditions are
satisfied:


 


3

















 


(a)                                  All action on
the part of each Borrower and each other party necessary for the valid
execution, delivery and performance by each Borrower of this Agreement and all
other documentation, instruments, and agreements to be executed in connection
herewith shall have been duly and effectively taken and evidence thereof
reasonably satisfactory to the Agent shall have been provided to the Agent.


 


(b)                                 STAG
Investments Holdings III, LLC shall have executed a Consent to this Agreement
(signature page following Lender and Borrowers’ signature pages hereto).


 


(c)                                  With respect to
the Senior Loan, Steven R. Karp and Steven S. Fischman shall have executed a
$5,000,000.00 Guaranty in form acceptable to the Lender effective as of the
Effective Date, such Guaranty to be released when the conditions set forth
therein are satisfied.


 


(d)                                 With respect to
the Bridge Loan, Steven R. Karp and Steven S. Fischman shall have executed an
Amended and Restated Guaranty in form acceptable to the Lender effective as of
the Effective Date.


 


(e)                                  The Agent shall
have received such executed resolutions, secretary’s certificates and
certificates of legal existence as the Agent may reasonably specify all in form
and substance reasonably satisfactory to the Agent and its counsel.


 


(f)                                    The Agent shall
have received a written legal opinion of the Borrowers’ and Guarantors’ counsel
addressed to the Agent and the Lender, covering such matters relating to the
Borrowers, Guarantors, the Loan Documents and/or the transactions contemplated
thereby as the Agent shall reasonably request.


 


(g)                                 The Borrowers
shall have paid an arrangement fee in respect of the Bridge Loan maturity date
extension in the amount of $104,747.00.


 


(h)                                 All fees and
expenses incurred by the Agent in connection with the preparation and
negotiation of this Agreement and related documents (including the reasonable
fees and expenses of counsel to the Agent) shall have been paid in full.


 


(i)                                     No Event of
Default shall have occurred and be continuing.


 


(j)                                     The Borrowers
shall have executed and delivered to the Agent such additional documents,
instruments, and agreements as the Agent may reasonably request.


 


10.                                 Other
Provisions.


 


(a)                                  The Remaining
Borrowers hereby ratify, confirm, and reaffirm all of the terms and conditions
of the Senior Loan Agreement and the Bridge Loan Agreement, and all of the
other documents, instruments, and agreements evidencing the Senior Loan and the
Bridge Loan including, without limitation, the Senior Note and the Bridge
Note.  The Remaining Borrowers further
acknowledge and agree 


 


4

















 


that all of the terms and
conditions of the Senior Loan arrangement and Bridge Loan arrangement shall
remain in full force and effect except as expressly provided in this
Agreement.  No novation of the
indebtedness evidenced by the Senior Note, Bridge Note, Senior Loan Agreement,
Bridge Loan Agreement any other loan document pertaining to the foregoing shall
occur as a result of the execution of this Agreement.


 


(b)                                 To the extent
any Defaults or Events of Default are existing as of the date hereof, the Agent
hereby  expressly reserves all of its rights and remedies in connection
therewith, and the execution of this Agreement shall not be deemed a waiver of
any such Default or Event of Default nor a waiver of any of the Agent’s rights
and remedies in connection therewith.


 


(c)                                  Except as
specifically amended by this Agreement and the other documents executed and
delivered in connection herewith, all of the terms and conditions of the Senior
Loan Agreement and the Bridge Loan Agreement and of the other Loan Documents
shall remain in full force and effect as in effect prior to the date hereof, without
releasing any obligors thereon or collateral security therefor, other than the
Release Borrowers and the Release Properties named herein.


 


(d)                                 The Borrowers
acknowledge, confirm and agree that they have no offsets, defenses, claims or
counterclaims against the Agent or Lender with respect to any of the Borrowers’
liabilities and obligations to the Lender under the Senior Loan arrangement and
the Bridge Loan arrangement, and to the extent that the Borrowers have any such
claims under the foregoing loan arrangements, the Borrowers affirmatively WAIVE
and RENOUNCE such claims as of the Effective Date.


 


(e)                                  Any
determination that any provision of this Agreement or any application hereof is
invalid, illegal or unenforceable in any respect and in any instance shall not
affect the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality or enforceability of any other provisions
of this Agreement.


 


(f)                                    This Agreement
may be executed in several counterparts and by each party on a separate
counterpart, each of which when so executed and delivered shall be an original,
and all of which together shall constitute one instrument.  In proving this Agreement, it shall not be
necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.


 


(g)                                 Each Loan
Agreement, as amended by this Agreement, constitutes the entire agreement of
the parties regarding the matters contained herein and shall not be modified by
any prior oral or written communications.


 


(h)                                 THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
COMMONWEALTH OF 


 


5

















 


MASSACHUSETTS, WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


[Remainder
of page intentionally blank]


 


6














 


IN
WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly
executed and delivered by its proper and duly authorized officer as of the date
set forth above.


 


 


	
  BORROWERS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG
  III ALBION, LLC

  	
   

  	
  STAG
  III MALDEN, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:  Stephen C. Mecke

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  Title:    Authorized Officer

  	
   

  	
  Title:     Authorized Officer

  
	
   

  	
   

  	
   

  
	
  STAG
  III MASON, LLC

  	
   

  	
  STAG
  III GREAT BEND, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:  Stephen C. Mecke

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  Title:    Authorized Officer

  	
   

  	
  Title:     Authorized Officer

  
	
   

  	
   

  	
   

  
	
  STAG
  III ST. LOUIS, LLC

  	
   

  	
  STAG
  III MILWAUKEE, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:  Stephen C. Mecke

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  Title:    Authorized Officer

  	
   

  	
  Title:     Authorized Officer

  
	
   

  	
   

  	
   

  
	
  STAG
  III POMFRET, LLC

  	
   

  	
  STAG
  III YOUNGSTOWN, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:  Stephen C. Mecke

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  Title:    Authorized Officer

  	
   

  	
  Title:     Authorized Officer

  
	
   

  	
   

  	
   

  
	
  STAG
  III TAVARES, LLC

  	
   

  	
  STAG
  III ROUND ROCK, L.P.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:
  STAG Investments GP III, LLC, its sole general partner

  
	
  Name:  Stephen C. Mecke

  	
   

  	
   

  
	
  Title:    Authorized Officer

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
   

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  STAG
  III STREAMWOOD, LLC

  	
   

  	
  Title:     Authorized Officer

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  STAG
  III CHESTERFIELD, LLC

  
	
  Name:  Stephen C. Mecke

  	
   

  	
   

  
	
  Title:    Authorized Officer

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
   

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  STAG
  III DAYTONA BEACH, LLC

  	
   

  	
  Title:     Authorized Officer

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
   

  
	
  Name:  Stephen C. Mecke

  	
   

  	
   

  
	
  Title:    Authorized Officer

  	
   

  	
   

  



 


7

















 


	
  STAG
  III ARLINGTON, L.P.

  	
   

  	
  STAG
  III FAIRFIELD, LLC

  
	
   

  	
   

  	
   

  
	
  By:
  STAG Investments GP III, LLC, its sole general partner

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
   

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  Title:     Authorized Officer

  
	
  Name:   Stephen C. Mecke

  	
   

  	
   

  
	
  Title:     Authorized Officer

  	
   

  	
  STAG
  III MAYVILLE, LLC

  
	
   

  	
   

  	
   

  
	
  STAG
  III FARMINGTON, LLC

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
   

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  Title:     Authorized Officer

  
	
  Name:   Stephen C. Mecke

  	
   

  	
   

  
	
  Title:     Authorized Officer

  	
   

  	
  STAG
  III MILWAUKEE 2, LLC

  
	
   

  	
   

  	
   

  
	
  STAG
  III CINCINNATI, LLC

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
   

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  Title:     Authorized Officer

  
	
  Name:   Stephen C. Mecke

  	
   

  	
   

  
	
  Title:     Authorized Officer

  	
   

  	
  STAG
  III JACKSON, LLC

  
	
   

  	
   

  	
   

  
	
  STAG
  III APPLETON, LLC

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
   

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  Title:     Authorized Officer

  
	
  Name:   Stephen C. Mecke

  	
   

  	
   

  
	
  Title:     Authorized Officer

  	
   

  	
  STAG
  III MARYLAND BORROWER, LLC

  
	
   

  	
   

  	
   

  
	
  STAG
  III JEFFERSON, LLC

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
   

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  Title:     Authorized Officer

  
	
  Name:   Stephen C. Mecke

  	
   

  	
   

  
	
  Title:     Authorized Officer

  	
   

  	
  STAG
  III POCATELLO, LLC

  
	
   

  	
   

  	
   

  
	
  STAG
  III ELKHART, LLC

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
   

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  Title:     Authorized Officer

  
	
  Name:   Stephen C. Mecke

  	
   

  	
   

  
	
  Title:     Authorized Officer

  	
   

  	
  STAG
  III CANTON, LLC

  
	
   

  	
   

  	
   

  
	
  STAG
  III HOLLAND 2, LLC

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
   

  	
   

  	
  Name:   Stephen C. Mecke

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  Title:     Authorized Officer

  
	
  Name:   Stephen C. Mecke

  	
   

  	
   

  
	
  Title:     Authorized Officer

  	
   

  	
   

  



 


8

















 


	
  STAG
  III RAPID CITY, LLC

  	
   

  	
  STAG
  III NEWARK, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:  Stephen C. Mecke

  	
   

  	
  Name:  Stephen C. Mecke

  
	
  Title:    Authorized Officer

  	
   

  	
  Title:    Authorized Officer

  
	
   

  	
   

  	
   

  
	
  STAG
  III AMESBURY, LLC

  	
   

  	
  STAG
  III TWINSBURG, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:  Stephen C. Mecke

  	
   

  	
  Name:  Stephen C. Mecke

  
	
  Title:    Authorized Officer

  	
   

  	
  Title:    Authorized Officer

  
	
   

  	
   

  	
   

  
	
  STAG
  III HOLLAND, LLC

  	
   

  	
  STAG
  III DAYTON, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:  Stephen C. Mecke

  	
   

  	
  Name:  Stephen C. Mecke

  
	
  Title:    Authorized Officer

  	
   

  	
  Title:    Authorized Officer

  
	
   

  	
   

  	
   

  
	
  STAG
  III SERGEANT BLUFF, LLC

  	
   

  	
  STAG
  IV DANVILLE, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:  Stephen C. Mecke

  	
   

  	
  Name:  Stephen C. Mecke

  
	
  Title:    Authorized Officer

  	
   

  	
  Title:    Authorized Officer

  
	
   

  	
   

  	
   

  
	
  STAG
  III LEWISTON, LLC

  	
   

  	
  STAG
  IV SEVILLE, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:  Stephen C. Mecke

  	
   

  	
  Name:  Stephen C. Mecke

  
	
  Title:    Authorized Officer

  	
   

  	
  Title:    Authorized Officer

  
	
   

  	
   

  	
   

  
	
  STAG
  III PENSACOLA, LLC

  	
   

  	
  STAG
  IV PITTSBURGH, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:  Stephen C. Mecke

  	
   

  	
  Name:  Stephen C. Mecke

  
	
  Title:    Authorized Officer

  	
   

  	
  Title:    Authorized Officer

  
	
   

  	
   

  	
   

  
	
  STAG
  III BOARDMAN, LLC

  	
   

  	
  STAG
  IV ALEXANDRIA, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:  Stephen C. Mecke

  	
   

  	
  Name:  Stephen C. Mecke

  
	
  Title:    Authorized Officer

  	
   

  	
  Title:    Authorized Officer

  



 


9

















 


	
  STAG
  IV LEXINGTON, LLC

  	
   

  	
  STAG
  IV PITTSBURGH 2, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  Name:   Stephen C. Mecke

  	
   

  	
  Name:  Stephen C. Mecke

  
	
  Title:     Authorized Officer

  	
   

  	
  Title:    Authorized Officer

  
					



 


 


	
  STAG
  IV WACO, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By
  STAG Investments GP IV, LLC, its general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
   

  
	
  Name:   Stephen C. Mecke

  	
   

  	
   

  
	
  Title:     Authorized Officer

  	
   

  	
   

  
				



 


10

















 


	
  AGENT AND LENDER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ANGLO IRISH BANK CORPORATION PLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kieran Dowling

  	
   

  	
   

  
	
  Name: Kieran Dowling

  	
   

  	
   

  
	
  Title: Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul Stephens

  	
   

  	
   

  
	
  Name: Paul Stephens

  	
   

  	
   

  
	
  Title: Associate Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ANGLO IRISH BANK CORPORATION PLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kieran Dowling

  	
   

  	
   

  
	
  Name: Kieran Dowling

  	
   

  	
   

  
	
  Title: Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul Stephens

  	
   

  	
   

  
	
  Name: Paul Stephens

  	
   

  	
   

  
	
  Title: Associate Director

  	
   

  	
   

  



 


11

















 


	
  Consented to and Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTOR:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG INVESTMENTS HOLDINGS
  III, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
   

  
	
  Name:   Stephen C. Mecke

  	
   

  	
   

  
	
  Title:     Authorized Officer

  	
   

  	
   

  
				



 


12

















 


EXHIBIT A


 


Released Properties and Released Security Documents


 


13














 


FOURTH MODIFICATION TO SENIOR LOAN AGREEMENT


 


This
Fourth Modification to Senior Loan Agreement (this “Agreement”) is made
as of this 31st day of January, 2009 (the “Effective Date”),
by and among STAG III ALBION, LLC, STAG III MASON, LLC, STAG III ST. LOUIS,
LLC, STAG III POMFRET, LLC, STAG III TAVARES, LLC, STAG III STREAMWOOD, LLC,
STAG III DAYTONA BEACH, LLC, STAG III MALDEN, LLC,  STAG III GREAT BEND, LLC, STAG III MILWAUKEE,
LLC, STAG III YOUNGSTOWN, LLC, STAG III ROUND ROCK, L.P., STAG III CHESTERFIELD,
LLC, STAG III ARLINGTON, L.P., STAG III FARMINGTON, LLC, STAG III CINCINNATI,
LLC, STAG III APPLETON, LLC, STAG III JEFFERSON, LLC, STAG III ELKHART, LLC,
STAG III HOLLAND 2, LLC, STAG III FAIRFIELD, LLC, STAG III MAYVILLE, LLC, STAG
III MILWAUKEE 2, LLC, STAG III JACKSON, LLC, STAG III MARYLAND BORROWER, LLC,
STAG III POCATELLO, LLC, STAG III CANTON, LLC, STAG III RAPID CITY, LLC, STAG
III AMESBURY, LLC, STAG III HOLLAND, LLC, STAG III SERGEANT BLUFF, LLC, STAG
III LEWISTON, LLC, STAG III PENSACOLA, LLC, STAG III BOARDMAN, LLC, STAG III
NEWARK, LLC, STAG III TWINSBURG, LLC and STAG III DAYTON, LLC all Delaware
limited liability companies or Delaware limited partnerships (each, a “Borrower”
and collectively, the “Borrowers”) all having principal executive
offices at c/o STAG Capital Partners, 99 Chauncy Street, 10th Floor, Boston, Massachusetts 02111 and ANGLO
IRISH BANK CORPORATION LIMITED, a private limited company incorporated under
the laws of Ireland having company registration number 22045 (f/k/a Anglo Irish
Bank Corporation plc, a banking corporation) and having its registered office
at Stephen Court, 18/21 St. Stephen’s Green, Dublin 2, Ireland and with
offices at 265 Franklin Street, 19th Floor, Boston, Massachusetts 02110,
as agent (in such capacity, the “Agent”) for its own benefit and the
benefit of the other lenders; in consideration of the mutual covenants herein
contained and benefits to be derived herefrom.


 


W I T N E S S E T H:


 


A.                                   Reference is
made to a certain:


 


Loan
Agreement dated as of August 11, 2006 as amended by that certain Joinder
to Loan Agreement, Modification to Senior Loan Agreement and Third Modification
to Bridge Loan Agreement dated December 20, 2007, as amended by that
certain Joinder to Loan Agreement, Second Modification to Senior Loan Agreement
and Fourth Modification to Bridge Loan Agreement dated February 12, 2008,
as further amended by that certain Third Modification to Senior Loan Agreement,
Eighth Modification to Bridge Loan Agreement and Agreement to Release Properties
dated July 28, 2008 (and as amended, modified, supplemented, or restated
and in effect from time to time, the “Senior Loan Agreement”) in the
maximum aggregate amount of $300,000,000.00 (the “Senior Loan”) by and
among Borrowers, Agent and the lenders party thereto (collectively the “Lender”)
as further evidenced by that certain Promissory Note dated as of August 11,
2006 in the maximum amount of $300,000,000.00 as amended and restated by that
certain Amended and Restated Promissory Note dated January 31, 2009 in the
maximum amount of $200,811,888.00 (the “Senior Note” and the other 


 


1

















 


documents
evidencing, administering, securing and governing the terms and conditions of
the Senior Loan, the “Senior Loan Documents”);


 


and
a certain:


 


Bridge
Loan Agreement dated as of August 11, 2006, as amended by that certain
Loan Modification Agreement dated June 6, 2007, as further amended by that
certain Second Loan Modification Agreement dated July 1, 2007, as further
amended by that certain Joinder to Loan Agreement, Modification to Senior Loan
Agreement and Third Modification to Bridge Loan Agreement dated
December 20, 2007, as further amended by that certain Joinder to Loan
Agreement, Second Modification to Senior Loan Agreement and Fourth Modification
to Bridge Loan Agreement dated February 12, 2008, as further amended by
that certain Fifth Modification to Bridge Loan Agreement dated March 28,
2008, as further amended by that certain Sixth Modification to Bridge Loan
Agreement dated May 15, 2008, as further amended by that certain Seventh
Modification to Bridge Loan Agreement dated June 30, 2008, as further
amended by that certain Third Modification to Senior Loan Agreement, Eighth
Modification to Bridge Loan Agreement and Agreement to Release Properties dated
July 28, 2008 (as amended, modified, supplemented or restated and in
effect from time to time, the “Bridge Loan Agreement”) in the maximum
aggregate amount of $60,000,000.00 (the “Bridge Loan”), by and among Borrowers,
the Agent and the Lender party thereto, as further evidenced by that certain
Promissory Note dated as of August 11, 2006 in the maximum amount of
$60,000,000.00 as amended and restated by that certain Amended and Restated
Promissory Note dated January 31, 2009 in the maximum amount of
$40,826,734.00 (the “Bridge Note” and the other documents evidencing,
administering, securing and governing the terms and conditions of the Bridge
Loan, the “Bridge Loan Documents”).


 


All
capitalized terms used herein, and not otherwise defined herein, shall have the
meanings assigned to such terms in the Senior Loan Agreement and the Bridge
Loan Agreement.


 


B.                                     Borrowers have
requested that Lender extend the Maturity Date of the Senior Loan and the
Bridge Loan and Lender has agreed to so extend the Maturity Date subject to the
agreements, terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


1.                                       Agent/Lender
Name Change.  The name of
Agent and Lender is hereby changed to ANGLO IRISH BANK CORPORATION LIMITED, a
private limited company incorporated under the laws of Ireland.


 


2

















 


2.                                       Senior Loan
Principal Payment.  On or
before February 3, 2009, Borrowers shall make a payment in the amount of
$5,000,000.00 to be applied in reduction of the principal balance on the Senior
Loan, after which the outstanding principal balance of the Senior Loan will be
$200,654,112.07.


 


3.                                       Maximum
Aggregate Senior Loan Amount.  Notwithstanding anything in the Senior Loan
Agreement to the contrary, the maximum aggregate amount of the Senior Loan is
hereby $200,811,888.00.


 


4.                                       Maturity Date
of the Senior Loan.  From and
after the Effective Date, it is agreed by and among the Agent, Lender and
Borrowers that the terms “Maturity Date” and “Extended Maturity Date” of the
Senior Loan as defined in Section 2.2 of the Senior Loan Agreement are
hereby modified to mean January 31, 2012 wherever stated in the Senior
Loan Documents.  The term “Extended Term”
as defined in Section 2.2 of the Senior Loan Agreement is hereby modified
in the Senior Loan Agreement to mean the period commencing January 31,
2009 and ending January 31, 2012 wherever stated in the Senior Loan
Documents.  There are no rights to
further extend the term of the Senior Loan available to the Borrowers.


 


5.                                       Interest Rate
Protection Arrangements.  Section 9.12
of the Senior Loan Agreement is hereby deleted and replaced by the following:


 


Borrowers
shall have the option to enter into Hedging Contracts with Agent for up to 100%
of the principal balance of the Senior Loan for the term of the Senior
Loan.  Any Hedging Obligations thereunder
shall be secured by all Collateral securing the Senior Loan.  “Hedging Obligations” as used
hereunder means, with respect to the Borrowers, all liabilities of the
Borrowers to the Agent under Hedging Contracts. 
“Hedging  Contracts” as used hereunder means, interest rate
swap agreements, interest rate cap agreements and interest rate collar
agreements, or any other agreements or arrangements entered into between the
Borrowers and the Agent and designed to protect the Borrowers against
fluctuations in interest rates or currency exchange rates with respect to the
Senior Loan.  The terms of any interest
rate swap agreements will be governed by the standard ISDA documents, with
modifications mutually agreed upon by Borrowers and Agent.


 


6.                                       Obligations.  The definition of “Obligations” as defined in
Section 3.1 of the Senior Loan Agreement shall be modified to include
Hedging Obligations.


 


7.                                       Assignment of
Interest Rate Protection Agreements.  The following shall be added as a new Section 3.1.6
of the Senior Loan Agreement:


 


Assignment
of Interest Rate Protection.  An assignment in favor of Agent on behalf of
the Lenders of any Hedging Contracts entered into by the Borrowers and Agent
with respect to the Senior Loan (the “Rate Protection Assignment”).


 


8.                                       Loan Documents.  The definition of “Loan Documents” in Section 3.2
of the Senior Loan Agreement is hereby modified to include the Rate Protection
Assignment.


 


3

















 


9.                                       Loan to Value
Ratio.


 


(a)                                  Section 9.18.1
of the Senior Loan Agreement is hereby deleted and replaced by the following:


 


LTV.  After August 1,
2010 the ratio (“Loan To Value Ratio” or “LTV”) obtained by dividing: (i) the
outstanding principal balance of the Loan, by (ii) the aggregate Value of
the Property, expressed as a percentage, shall not be greater than seventy-five
percent (75%).  For the purposes of this
Loan Agreement, the “Value of the Property” shall mean such Value of the
Property (on an aggregate basis) as determined by the Agent pursuant to each
Original Appraisal or by a new appraisal ordered by and reasonably acceptable
to Agent.  The Loan To Value Ratio shall
be tested by Agent annually commencing on August 1, 2010.


 


10.                                 Debt Service
Covenant.


 


(a)                                  Section 9.19.1(i) of
the Senior Loan Agreement is hereby deleted and replaced by the following:


 


“Calculation
Date” shall mean the last day of each six (6) month period commencing with
June 30, 2009.


 


(b)                                 Section 9.19.1(ii) of
the Senior Loan Agreement is hereby deleted and replaced by the following:


 


“Calculation
Period” shall mean each six (6) month
period which ends on a Calculation Date.


 


(c)                                  Section 9.19.1(vi) of
the Senior Loan Agreement is hereby deleted and replaced by the following:


 


“Debt
Service on the Loan” shall mean the higher of: (i) the actual principal
and interest paid or payable under the Senior Loan during the Calculation
Period, or (ii) the payments of principal and interest that would have
been payable under an assumed loan during the Calculation Period in an amount
equal to the outstanding principal balance of the Senior Loan at the inception
of the relevant Calculation Period bearing interest at the Deemed Rate of
Interest payable on a direct reduction basis over twenty-five (25) years; provided,
that if in excess of 95% of the aggregate principal balance of the Senior Loan
is subject to an interest rate swap agreement through the Maturity Date, the
Debt Service on the Loan shall be determined by using the actual principal and
interest payable under the Senior Loan during the Calculation Period after
giving effect to the impact of such interest rate swap agreement.


 


(d)                                 Section 9.19.1(vii) of
the Senior Loan Agreement is hereby deleted and replaced by the following:


 


“Deemed
Rate of Interest” shall mean the higher of (a) the actual rates in effect
under the Note, or (b) the annual rate of interest payable on the relevant
Calculation Date (that is, the last day of the applicable Calculation Period)
on 


 


4

















 


seven
(7) year United States Treasury obligations in amounts approximating the
principal balance of the Senior Loan at the inception of the Calculation Period
plus three percent (3.00%)


 


11.                                 Partial
Releases.  Section 9.21
of the Senior Loan Agreement is hereby deleted and replaced by the following:


 


9.21  Partial Release.  Provided no Event of Default is then in
existence hereunder, upon the written request of the Borrowers, provided at
least ten (10) Business Days prior to the date of the requested release,
the Agent shall release a Property from the lien of the Security Documents upon
the satisfaction of the following conditions:


 


(i)                                     The Agent shall
have received the Partial Release Payment for such Property. As used herein, “Partial
Release Payment” shall mean, for any Property, that amount which is equal to
1.2 multiplied by the Loan Amount advanced with respect to such Property;


 


(ii)                                  The Borrowers
shall simultaneous with the delivery of the Partial Release Payment, repay the
Bridge Loan in an amount equal to the Partial Release Payment required to be
paid pursuant to the Bridge Loan Documents;


 


(iii)                               After giving
effect to the release of the subject Property, either


 


a)                                      the Borrowers
will not violate the minimum Debt Service Coverage covenant, as calculated
pursuant to Section 9.19.2 with a Calculation Period beginning as of
effective date of the release of the Property, and with the Debt Service on the
Loan calculated using the higher of: (i) the actual principal and interest
paid or payable under the Senior Loan during the Calculation Period, or (ii) the
payments of principal and interest that would have been payable under an
assumed loan during the Calculation Period in an amount equal to the
outstanding principal balance of the Senior Loan at the inception of the
relevant Calculation Period bearing interest at the Deemed Rate of Interest
payable on a direct reduction basis over twenty (20) years; provided,
that if in excess of 95% of the aggregate principal balance of the Senior Loan
is subject to an interest rate swap agreement through the Maturity Date, the
Debt Service on the Loan shall be determined by using the actual principal and
interest payable under the Senior Loan during the Calculation Period after
giving effect to the impact of such interest rate swap agreement; or


 


b)                                     at Borrower’s
option, if such release is to take effect prior to June 30, 2009, in lieu
of compliance with the minimum Debt Service Coverage covenant as calculated in Section 9.21
(iii) (a) above, Borrowers shall pay Agent the Alternative Release
Payment as defined in Section 9.21 (v).


 


5

















 


(iv)                              After giving
effect to the release of the subject Property, either


 


a)                                      the Borrowers
will not violate the maximum 75% Loan To Value Ratio covenant, as calculated
pursuant to Section 9.18.1 of the Senior Loan Agreement; or


 


b)                                     at Borrower’s
option, if such release is to take effect prior to August 1, 2010, in lieu
of compliance with the maximum Loan To Value Ratio covenant as calculated in Section 9.21
(iv) (a) above, Borrowers shall pay Agent the Alternative Release
Payment as defined in Section 9.21 (v).


 


(v)                                 The “Alternative
Release Payment” for purposes of this Section 9.21 is the higher of: (X) that
amount which is equal to 1.2 multiplied by the Loan Amount advanced with
respect to such Property; (Y) 100% of the applicable Borrower’s purchase
price for acquisition of the subject Property as set forth in the applicable
sale contracts and closing statements, plus closing costs incurred in
connection with the aforesaid acquisition as reasonably determined by the
settlement statement for such acquisition; or (Z) 100% of the gross sale
proceeds of the sale of the Property net of Approved Closing Costs.  “Approved Closing Costs” shall mean usual and
customary closing costs for commercial real estate transactions in the
applicable surrounding area in which the subject Property is located, such as
deed stamps, reasonable attorneys’ fees, real estate tax adjustments and a
broker’s commission (which broker’s commission shall not exceed the usual and
customary commission charged in the applicable surrounding area) and shall also
include negotiated payments made by the applicable Borrower under the relevant
purchase and sale agreement for the subject Property as part of the sale
transaction and as such payments are reflected by the settlement statement.


 


12.                                 CapEx Escrow
Account.  The
following shall be added as a new Section 9.22 of the Senior Loan
Agreement:


 


CapEx
Escrow Account.  The
Borrowers shall open and maintain an interest-bearing deposit account with the
Agent (the “CapEx Escrow Account”). 
Borrowers shall, on a monthly basis commencing as of March 1, 2009
and on the first day of each month thereafter, deposit into the CapEx Escrow
Account a sum of money in cash equal to the CapEx Escrow Payment Amount.  All such deposited sums shall stand as
additional security for the Obligations and shall not be removed or withdrawn
therefrom except as permitted in this Section 9.22.  As used herein, the term “CapEx Escrow
Payment Amount” means the successive monthly payment amounts set forth on the
schedule (the “CapEx Schedule”) attached hereto as Exhibit A; provided
however, that (a) following a partial prepayment of principal on the
Senior Loan made on account of a Partial Release pursuant to Section 9.21
of the Senior Loan Agreement, or (b) a partial prepayment of principal on
the Senior Loan (including payments made from condemnation or casualty 


 


6

















 


proceeds)
in excess of $500,000.00, the remaining CapEx Escrow Payment Amounts shall be
adjusted in accordance with a revised CapEx Schedule to be provided by Agent.


 


(a)                                  No Default.  During the continuance of an Event of
Default, no funds may be withdrawn from the CapEx Escrow Account and Agent may
apply or set off all funds in the CapEx Escrow Account against the Obligations
and otherwise take such actions reasonably necessary for Agent and Lenders to
realize on such application or set off.


 


(b)                                 CapEx/TI/LC
Costs.  Subject to Agent’s prior
approval, which shall not be unreasonably withheld, conditioned or delayed,
funds may be withdrawn by the Borrowers to pay third parties for, or reimburse
Borrowers for capital expenditures, repairs or tenant improvements with respect
to any Property (hereinafter, collectively the “Work”) or leasing costs
with respect to the leasing of any Property (but not including costs relating
to the obtaining possession of any Property) (the “LC Costs”) subject to
the following conditions:


 


(i)                                     Withdrawals for
reimbursements to the Borrowers or to pay third party invoices may be made from
the CapEx Escrow Account at the Borrowers’ request to Agent, not more
frequently than twice a month, on the basis of written requests in accordance
with the method described in this Section 9.22.  Agent shall act upon such requests by the
Borrowers (including any requests for pre-approval of Work or LC Costs
described in paragraphs (ii) and (iii), respectively, within ten (10) Business
Days following the receipt of the written request for such withdrawal, which
action may include, without limitation, approval of the requested withdrawal or
specifying the basis for not approving the request and, where applicable,
requesting additional information and supporting documentation.


 


(ii)                                  All requests by
the Borrowers for reimbursement or to pay third party invoices for Work
performed shall be accompanied with invoices or paid receipts for the Work
performed.  With respect to any request
for withdrawals from the CapEx Escrow Account for Work to be performed in
excess of the lower of $200,000 or 10% of the Value of the Property for which
the request is being made, the Borrowers shall also include in their written
request, for Agent’s review and approval, those items reasonably requested by
Agent pertaining to the Work to be performed, including, without
limitation:  (i) a reasonably
detailed budget (the “Budget”) and estimated schedule for the subject Work; (ii) if
applicable, plans and specifications; (iii) to the extent available at the
time of submission, all applicable contracts or invoices which may include all
relevant construction, architect, or engineer services to be performed and (iv) if
applicable, copies of all final licenses and permits (to be delivered after
completion of the Work, if applicable, and not in any request for
approval).  Borrowers may request Agent’s
pre-approval of the scope of Work to be performed and the Budget for such Work
by submitting such a request to Agent, which pre-approval by Agent shall not be
unreasonably 


 


7

















 


withheld, conditioned or
delayed.  Once Agent has pre-approved the
scope and Budget for such Work, as long as there has been no material
modification to such Budget or scope, requests for withdrawals to reimburse
payments made by the applicable Borrower with respect to such Work or to pay
third party invoices for Work performed will be granted, subject to Agent’s
receipt of invoices or receipts for the Work performed and the Consultant’s
approval, if required under paragraph (iv) below.


 


(iii)                               With respect to
any request for withdrawals from the CapEx Escrow Account for reimbursement of
any LC Costs or payment of any LC Costs then due, the Borrowers shall provide
to Agent for review and approval those items reasonably requested by Agent
pertaining to any LC Costs to be paid or reimbursed, including, without
limitation, detailed invoices, proposed leases (if not already provided to
Agent) or other documentation reasonably acceptable to Agent.  Borrowers may request Agent’s pre-approval of
any LC Costs before the applicable Borrower incurs such costs or executes any
leases with respect to such LC Costs by submitting such a request to Agent,
which pre-approval by Agent shall not be unreasonably withheld, conditioned or
delayed.  Any LC Costs that are set forth
in any Lease approved (or deemed approved) by Agent pursuant to Section 9.17
of the Senior Loan Agreement shall not require Agent’s additional approval
hereunder and shall be funded from the CapEx Escrow Account, subject to Agent’s
receipt of the paid invoices and receipts for reimbursement therefor, or other
acceptable evidence that payment of such LC Costs is then due.


 


(iv)                              With respect to
any request for withdrawals from the CapEx Escrow Account for Work to be
performed or LC Costs to be paid in excess of the lower of $200,000 or 10% of
the Value of the Property for which the request is being made, Agent shall have
the right to employ one or more independent engineers, architects, builders or
other construction specialists, environmental advisors, scientists,
accountants, and attorneys to act as an advisor to Agent, and to any Lender, in
connection with the proposed withdrawal to be made from the CapEx Escrow
Account (each of which shall be a “Consultant”). The reasonable costs and fees
of each Consultant permitted hereunder shall be paid by Borrower upon billing
therefor and, if not so paid within thirty (30) days, may be paid directly by
Agent on behalf of the Lenders through a withdrawal from the CapEx Escrow
Account.  Upon reasonable notice and at
reasonable times, subject to the provisions of the Leases, Borrower shall
provide Consultants with continuing access to all aspects of the Work being
performed.


 


(v)                                 Neither Agent
nor any Lender nor any of their Consultants shall have liability to Borrowers
or any contractor, architect, engineer or other Person working directly or
indirectly for or at the request of any Borrower on account of (i) services
performed by such Consultant; (ii) any failure or neglect (absent gross
negligence or willful misconduct) by any such 


 


8

















 


Consultant to properly
perform services; or (iii) any approval or disapproval of work, construction
documents, plans and specifications, requisitions or other matters (except that
Agent may not unreasonably withhold, condition or deny its consent).  Neither Agent, nor any such Consultant, nor
any Lender, shall have any obligation regarding proper performance of the Work.


 


(vi)                              Agent reserves
the right to review the Work to be performed on a periodic basis and the LC
Costs to be withdrawn.  Amounts withdrawn
shall not exceed one hundred percent (100%) of the actual costs incurred by
Borrowers or paid by Borrowers in completing the Work or for the LC Costs to be
paid.  All Work performed by the
Borrowers shall be performed in a good and workmanlike manner in accordance
with applicable legal requirements, without defects.


 


(c)                                  Borrowers agree
and acknowledge that Agent is not obligated to permit the withdrawal of any
funds from the CapEx Escrow Account except as provided herein.  Borrowers hereby acknowledge and agree that
any permission for the withdrawal of the funds for any Work shall be
conditioned upon receipt by Agent, in form and substance reasonably
satisfactory to Agent, of such additional items as Agent may reasonably require
to confirm the validity and priority of its mortgage on the subject Property,
including but not limited, in the event of any Work in excess of One Million
Dollars ($1,000,000.00), to a title examination and endorsement to the Agent’s
title policy confirming the validity and priority of its mortgage and security
interest hereunder.


 


(d)                                 Borrowers
further agree and acknowledge that permission for withdrawal of the funds from
the CapEx Escrow Account shall be conditioned upon certification, by the
applicable Borrower with respect to the Property for which funds are requested,
that no event then exists or fails to exist which is or which, solely with the
passage of time or the giving of notice (or both), would be an Event of
Default.  Each requisition for permission
to withdraw funds shall be in form reasonably satisfactory to Agent and shall
be signed by the applicable Borrower setting forth the amount and purpose of
the withdrawal.  If costs for any Work or
LC Costs exceed the amount approved by Agent to be withdrawn from the CapEx
Escrow Account, the applicable Borrower shall be obligated to advance all funds
necessary to complete the Work or to pay for the LC Costs prior to the last
withdrawal to be made by the applicable Borrower with respect to the applicable
Work to be performed or the applicable LC Costs to be paid.


 


(e)                                  The parties
agree that amounts funded into the CapEx Escrow Account shall not be considered
Operating Expenses for the purposes of Section 9.19.1(v) of the
Senior Loan Agreement, provided however, that withdrawals from the CapEx Escrow
Account on account of any expenditures that are Operating Expenses under Section 9.19.1(v) shall
continue to be considered Operating Expenses under Section 9.19.1(v) for
purposes of any relevant calculations.


 


9

















 


13.                                 Conditions
Precedent to Effectiveness.  This Agreement shall become effective as of
the Effective Date at such time when all of the following conditions are
satisfied:


 


(a)                                  All action on
the part of each Borrower and each other party necessary for the valid
execution, delivery and performance by each Borrower of this Agreement, that
certain Ninth Modification to Bridge Loan Agreement dated as of the date
hereof, and all other documentation, instruments, and agreements to be executed
in connection herewith shall have been duly and effectively taken and evidence
thereof reasonably satisfactory to the Agent shall have been provided to the
Agent.


 


(b)                                 Borrowers shall
have made the $5,000,000.00 Senior Loan principal payment.


 


(c)                                  STAG
Investments Holdings III, LLC shall have executed a Consent to this Agreement
(signature page following Lender and Borrowers’ signature pages hereto).


 


(d)                                 With respect to
the Senior Loan, Stephen R. Karp and Steven S. Fischman shall have executed a
$5,000,000.00 Amended and Restated Guaranty in form acceptable to the Lender
effective as of the Effective Date.


 


(e)                                  Borrowers shall
have opened the CapEx Escrow Account.


 


(f)                                    The Agent shall
have received such executed resolutions, secretary’s certificates and
certificates of legal existence as the Agent may reasonably specify all in form
and substance reasonably satisfactory to the Agent and its counsel.


 


(g)                                 The Agent shall
have received a written legal opinion of the Borrowers’ and Guarantors’ counsel
addressed to the Agent and the Lender, covering such matters relating to the
Borrowers, Guarantors, the Loan Documents and/or the transactions contemplated
thereby as the Agent shall reasonably request.


 


(h)                                 The Borrowers
shall have paid an extension fee in the amount of $302,048.00 in respect of the
extensions of the Senior Loan Maturity Date and Bridge Loan Maturity Date.


 


(i)                                     All fees and
expenses incurred by the Agent in connection with the preparation and
negotiation of this Agreement and related documents (including the reasonable
fees and expenses of counsel to the Agent) shall have been paid in full.


 


(j)                                     No Event of
Default shall have occurred and be continuing.


 


(k)                                  The Borrowers
shall have executed and delivered to the Agent such additional documents,
instruments, and agreements as the Agent may reasonably request.


 


10

















 


14.                                 Other
Provisions.


 


(a)                                  The Borrowers
hereby ratify, confirm, and reaffirm all of the terms and conditions of the
Senior Loan Agreement and all of the other documents, instruments, and
agreements evidencing the Senior Loan. 
The Borrowers further acknowledge and agree that all of the terms and
conditions of the Senior Loan arrangement shall remain in full force and effect
except as expressly provided in this Agreement. 
No novation of the indebtedness evidenced by the Senior Note, Senior
Loan Agreement or any other loan document pertaining to the foregoing shall
occur as a result of the execution of this Agreement.


 


(b)                                 To the extent
any Defaults or Events of Default are existing as of the date hereof, the Agent
hereby expressly reserves all of its rights and remedies in connection
therewith, and the execution of this Agreement shall not be deemed a waiver of
any such Default or Event of Default nor a waiver of any of the Agent’s rights
and remedies in connection therewith.


 


(c)                                  Except as
specifically amended by this Agreement and the other documents executed and
delivered in connection herewith, all of the terms and conditions of the Senior
Loan Agreement and of the other Loan Documents shall remain in full force and
effect as in effect prior to the date hereof, without releasing any
obligors thereon or collateral security therefor.


 


(d)                                 The Borrowers
acknowledge, confirm and agree that they have no offsets, defenses, claims or
counterclaims against the Agent or Lender with respect to any of the Borrowers’
liabilities and obligations to the Lender under the Senior Loan arrangement and
to the extent that the Borrowers have any such claims under the foregoing loan
arrangements, the Borrowers affirmatively WAIVE and RENOUNCE such claims as of
the Effective Date.


 


(e)                                  Any
determination that any provision of this Agreement or any application hereof is
invalid, illegal or unenforceable in any respect and in any instance shall not
affect the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality or enforceability of any other provisions
of this Agreement.


 


(f)                                    This Agreement
may be executed in several counterparts and by each party on a separate
counterpart, each of which when so executed and delivered shall be an original,
and all of which together shall constitute one instrument.  In proving this Agreement, it shall not be
necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.


 


(g)                                 The Senior Loan
Agreement, as amended by this Agreement, constitutes the entire agreement of
the parties regarding the matters contained herein and shall not be modified by
any prior oral or written communications.


 


(h)                                 THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
COMMONWEALTH OF 


 


11

















 


MASSACHUSETTS, WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


[Remainder of page intentionally
blank]


 


12














 


IN
WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly
executed and delivered by its proper and duly authorized officer as of the date
set forth above.


 


BORROWERS:


 


	
  STAG III ALBION, LLC

  	
   

  	
  STAG
  III MALDEN, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/ Stephen C. Mecke

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STAG III MASON, LLC

  	
   

  	
  STAG
  III GREAT BEND, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/ Stephen C. Mecke

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STAG III ST. LOUIS, LLC

  	
   

  	
  STAG
  III MILWAUKEE, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/ Stephen C. Mecke

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STAG III POMFRET, LLC

  	
   

  	
  STAG
  III YOUNGSTOWN, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
  By: 

  	
  /s/ Stephen C. Mecke

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STAG III TAVARES, LLC

  	
   

  	
  STAG
  III ROUND ROCK, L.P.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
  By: STAG Investments GP
  III, LLC, its sole general partner

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Stephen C. Mecke

  
	
  STAG III STREAMWOOD, LLC

  	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
  STAG
  III CHESTERFIELD, LLC

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Stephen C. Mecke

  
	
  STAG III DAYTONA BEACH, LLC

  	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  



 


13

















 


	
  STAG III ARLINGTON, L.P.

  	
   

  	
  STAG
  III FAIRFIELD, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: STAG Investments GP
  III, LLC, its sole general partner

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
  STAG
  III MAYVILLE, LLC

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  STAG III FARMINGTON, LLC

  	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
  STAG
  III MILWAUKEE 2, LLC

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  STAG III CINCINNATI, LLC

  	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
  STAG
  III JACKSON, LLC

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  STAG III APPLETON, LLC

  	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
  STAG
  III MARYLAND BORROWER, LLC

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Stephen C. Mecke

  
	
  STAG III JEFFERSON, LLC

  	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
  STAG
  III POCATELLO, LLC

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Stephen C. Mecke

  
	
  STAG III ELKHART, LLC

  	
   

  	
  Name:

  	
  Stephen C. Mecke

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
  STAG
  III CANTON, LLC

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Stephen C. Mecke

  
	
  STAG III HOLLAND 2, LLC

  	
   

  	
  Name:

  	
  Stephen C. Mecke

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
  By:

  	
  /s/
  Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  



 


14

















 


	
  STAG III RAPID CITY, LLC

  	
   

  	
  STAG III NEWARK, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/ Stephen C. Mecke

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  	
  Name:

  	
  Stephen C. Mecke

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STAG III AMESBURY, LLC

  	
   

  	
  STAG III TWINSBURG, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/ Stephen C. Mecke

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  	
  Name:

  	
  Stephen C. Mecke

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
  Title:

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STAG III HOLLAND, LLC

  	
   

  	
  STAG III DAYTON, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
  By:

  	
  /s/ Stephen C. Mecke

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  	
  Name:

  	
  Stephen C. Mecke

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
  Title:

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STAG III SERGEANT BLUFF,
  LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STAG III LEWISTON, LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STAG III PENSACOLA, LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STAG III BOARDMAN, LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen C. Mecke

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  



 


15

















 


	
  AGENT AND LENDER:

  	
   

  
	
   

  	
   

  	
   

  
	
  ANGLO
  IRISH BANK CORPORATION LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Kieran Dowling

  	
   

  
	
  Name:

  	
  Kieran
  Dowling

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Nicholas Lyons

  	
   

  
	
  Name:

  	
  Nicholas
  Lyons

  	
   

  
	
  Title:

  	
  Associate
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ANGLO
  IRISH BANK CORPORATION LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Kieran Dowling

  	
   

  
	
  Name:

  	
  Kieran
  Dowling

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Nicholas Lyons

  	
   

  
	
  Name:

  	
  Nicholas
  Lyons

  	
   

  
	
  Title:

  	
  Associate
  Director

  	
   

  



 


16

















 


	
  Consented to and Agreed:

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTOR:

  	
   

  
	
   

  	
   

  	
   

  
	
  STAG INVESTMENTS
  HOLDINGS III, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/
  Stephen C. Mecke

  	
   

  
	
   

  	
  Name:

  	
  Stephen
  C. Mecke

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Officer

  	
   

  



 


17














 


Exhibit A


 


SENIOR LOAN CAP EX PAYMENT
SCHEDULE


 


	
   

  	
  Repayment

  Number

  	
   

  	
  Capex Payment

  Amount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  (151,343.28

  	
  )

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
  (151,973.88

  	
  )

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
  (152,607.10

  	
  )

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
  (153,242.97

  	
  )

  	
   

  	
   

  
	
   

  	
  5

  	
   

  	
  (153,881.48

  	
  )

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  (154,522.65

  	
  )

  	
   

  	
   

  
	
   

  	
  7

  	
   

  	
  (155,166.49

  	
  )

  	
   

  	
   

  
	
   

  	
  8

  	
   

  	
  (155,813.02

  	
  )

  	
   

  	
   

  
	
   

  	
  9

  	
   

  	
  (156,462.24

  	
  )

  	
   

  	
   

  
	
   

  	
  10

  	
   

  	
  (157,114.17

  	
  )

  	
   

  	
   

  
	
   

  	
  11

  	
   

  	
  (157,768.81

  	
  )

  	
   

  	
   

  
	
   

  	
  12

  	
   

  	
  (158,426.18

  	
  )

  	
   

  	
   

  
	
   

  	
  13

  	
   

  	
  (159,086.29

  	
  )

  	
   

  	
   

  
	
   

  	
  14

  	
   

  	
  (159,749.15

  	
  )

  	
   

  	
   

  
	
   

  	
  15

  	
   

  	
  (160,414.77

  	
  )

  	
   

  	
   

  
	
   

  	
  16

  	
   

  	
  (161,083.17

  	
  )

  	
   

  	
   

  
	
   

  	
  17

  	
   

  	
  (161,754.35

  	
  )

  	
   

  	
   

  
	
   

  	
  18

  	
   

  	
  (162,428.32

  	
  )

  	
   

  	
   

  
	
   

  	
  19

  	
   

  	
  (163,105.11

  	
  )

  	
   

  	
   

  
	
   

  	
  20

  	
   

  	
  (163,784.71

  	
  )

  	
   

  	
   

  
	
   

  	
  21

  	
   

  	
  (164,467.15

  	
  )

  	
   

  	
   

  
	
   

  	
  22

  	
   

  	
  (165,152.43

  	
  )

  	
   

  	
   

  
	
   

  	
  23

  	
   

  	
  (165,840.56

  	
  )

  	
   

  	
   

  
	
   

  	
  24

  	
   

  	
  (166,531.57

  	
  )

  	
   

  	
   

  
	
   

  	
  25

  	
   

  	
  (167,225.45

  	
  )

  	
   

  	
   

  
	
   

  	
  26

  	
   

  	
  (167,922.22

  	
  )

  	
   

  	
   

  
	
   

  	
  27

  	
   

  	
  (168,621.90

  	
  )

  	
   

  	
   

  
	
   

  	
  28

  	
   

  	
  (169,324.49

  	
  )

  	
   

  	
   

  
	
   

  	
  29

  	
   

  	
  (170,030.01

  	
  )

  	
   

  	
   

  
	
   

  	
  30

  	
   

  	
  (170,738.46

  	
  )

  	
   

  	
   

  
	
   

  	
  31

  	
   

  	
  (171,449.87

  	
  )

  	
   

  	
   

  
	
   

  	
  32

  	
   

  	
  (172,164.25

  	
  )

  	
   

  	
   

  
	
   

  	
  33

  	
   

  	
  (172,881.60

  	
  )

  	
   

  	
   

  
	
   

  	
  34

  	
   

  	
  (173,601.94

  	
  )

  	
   

  	
   

  
	
   

  	
  35

  	
   

  	
  (174,325.28

  	
  )

  	
   

  	
   

  
	
   

  	
  36

  	
   

  	
  (176,670.04

  	
  )

  	
   

  	
   

  



 


18

















 


Breakdown of Capex

payments


 


	
   

  	
  Variables

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Principal

  	
   

  	
  200,811,888.25

  	
   

  	
   

  
	
   

  	
  Term (Years)*

  	
   

  	
  20

  	
   

  	
   

  
	
   

  	
  Repayments Per Year

  	
   

  	
  12

  	
   

  	
   

  
	
   

  	
  Calculation Rate

  	
   

  	
  5.00

  	
  %

  	
   

  



 






*
25 year Senior Loan Principal Amortization less 20 year Senior Loan Principal
Amortization


 


19