Environmental Indemnification Agreement

EXHIBIT 10.80

SECOND AMENDED AND RESTATED

ENVIRONMENTAL INDEMNIFICATION AGREEMENT

THIS ENVIRONMENTAL INDEMNIFICATION AGREEMENT (" Agreement" ) made and entered into this 29th day of December, 2006, by CONTINENTAL TOWERS, L.L.C. , a Delaware limited liability company, whose mailing address is c/o CTA General Partner, L.L.C., 218 Flintlock Drive, Lakewood, NJ 08701 (" Borrower" ) to, in favor of and for the benefit of PGRT EQUITY, L.L.C., a Delaware limited liability company, whose mailing address is 77 W. Wacker Drive, Suite 3900, Chicago, IL 60601 (" Lender" ).

WITNESSETH:

WHEREAS, Lender, as successor in interest to General Electric Capital Corporation and Great Oak LLC, made a loan to Borrower and Continental Towers Associates III, LLC, as Delaware limited liability company (" CTAIII" ), as successor in interest to Chicago Title Land Trust Company, as successor trustee under Trust No. 40935 established pursuant to a Trust Agreement dated July 26, 1977, which is evidenced by that certain 1997 Promissory Note having an effective date of December 12, 1997 (the " Original Note" ). Borrower and CTAIII executed and delivered to Lender an Amended and Restated Promissory Note dated as of November 21, 2006 (the " 2006 Note" ) which amends and restates the Original Note in its entirety. Borrower has executed and delivered to Lender a Second Amended and Restated Promissory Note dated as of the date hereof (the " Note" ) which, collectively with that certain Second Amended and Restated Promissory Note dated as of the date hereof executed by CTAIII (the " Other Note" ) amends and restates the Original Note in its entirety. In the Note, Borrower promises to pay to the order of Lender the original principal sum of Eighty Three Million Twenty Four Thousand Eight Hundred Fifteen and 00/100 Dollars ($83,024,815.00) (the " Loan" ). In the Other Note, CTAIII promises to pay to the order of Lender the original principal sum of Forty Six Million Seven Hundred One Thousand Four Hundred Fifty Nine and 00/100 Dollars ($46,701,459.00) (the " Other Loan" ); and

WHEREAS, the Loan is secured by that certain Second Amended and Restated Mortgage and Security Agreement executed by Borrower to and in favor of Lender of even date herewith (the " Mortgage" ) encumbering the real estate described on Exhibit A attached hereto and by reference made a part hereof, the improvements located thereon and certain other property, rights and interests more particularly described in the Mortgage (collectively, the " Premises" ); and

WHEREAS, the Loan is also secured by certain other documents and instruments, including, without limitation, those listed and described on Exhibit B attached hereto and made a part hereof (the Note, the Mortgage and all other documents and instruments executed or delivered by Borrower to and in favor of Lender in connection with the Loan, including those listed and described on said Exhibit B are hereinafter collectively called the " Loan Documents" ); and

WHEREAS, the Loan is secured by that certain Amended and Restated Hazardous Substances Indemnity Agreement dated as of November 21, 2006 (the " Original Environmental Indemnity Agreement" ), and this Agreement, together with that certain Amended and Restated Hazardous Substances Indemnity Agreement dated as of the date hereof executed by CTAIII for the benefit of Lender, amends and restates the Original Environmental Indemnity Agreement in its entirety; and

WHEREAS, as a condition to its making and funding of the Loan, Lender has required that Borrower indemnify and save and hold Lender harmless from and against certain obligations and liabilities which may be incurred by Lender (whether as mortgagee, mortgagee in possession, or


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successor-in-interest to Borrower by foreclosure or deed in lieu of foreclosure) by reason of the threat or presence of Hazardous Materials (hereinafter defined) at, on, under, over, about, or within the Premises.

NOW THEREFORE, in consideration of TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, intending to be legally bound, hereby agrees as follows:

1. Recitals. The recitals set forth above are true and correct and are by this reference incorporated herein.

2. Hazardous Materials. As used in this Agreement, the term " Hazardous Materials" means any hazardous or toxic substances, materials or wastes, including, but not limited to, those substances, materials and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 C.F.R. a7 172.101) and amendments thereto or designated by the United States Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302) and such substances, materials and wastes which are or become regulated under any applicable local, state or federal law including, without limitation, any material, waste or substance which is: (i) petroleum; (ii) asbestos; (iii) polychlorinated biphenyls; (iv) defined as a " hazardous waste," " extremely hazardous waste," or " restricted hazardous waste" under any applicable federal, state or local law or regulation; (v) designated as a " hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. a7 1251 et seq. (33 U.S.C. a7 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. a7 1317); (vi) defined as a " hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. a7 6901 et seq. (42 U.S.C. a7 6903); or (vii) defined as a " hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. a7 9601 et seq. (42 U.S.C. a7 9601).

3. Covenant. Borrower covenants and agrees, so long as this Agreement shall remain in effect not to cause or permit the presence, use, storage, sale, transportation, generation, manufacture, refining, treatment, release, discharge, or disposal of any Hazardous Materials at, on, over, under, about, within or to or from the Premises either by itself or by its employees, agents, assigns, tenants, or any other party or parties. Notwithstanding the foregoing covenant and agreement, Borrower shall be entitled in, or as an incident to, the ordinary course of its, or its tenants' business at the Premises, to engage in or permit the presence, use, storage, sale or transportation of Hazardous Materials at, about, within or to or from the Premises provided that any and all of such activities involving Hazardous Materials are, at all times, and in all respects, in full compliance with all federal, state and local laws and regulations applicable to such activities. However, Borrower covenants and agrees to promptly remove from the Premises, if and as required by law and/or by Lender, any Hazardous Materials discovered at, about, within or on the Premises which is not at any time or in any respect in full compliance with such laws and regulations, and to promptly comply in all respects with all federal, state and local laws and regulations governing such removal.

4. Indemnification. Borrower agrees to exonerate, indemnify, pay and protect, defend (with counsel reasonably approved by Lender), and save and hold Lender and the directors, officers, shareholders, employees, and agents of Lender harmless from and against any claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims), interest, or losses, including reasonable attorneys' and paralegals' fees and expenses (including, without limitation, any such fees and expenses incurred in enforcing this Agreement or collecting any sums due hereunder), investigation and remediation costs, consultants' fees and experts' fees, together with all other costs and expenses of any kind or nature (collectively, the " Costs" ) that arise directly or indirectly from or in


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connection with the presence, suspected presence, release, or suspected release of any Hazardous Material on, in or into the air, soil, groundwater or surface water at, on, under, over, about or within the Premises, or any portion thereof, or elsewhere in connection with the transportation of Hazardous Materials to or from the Premises. The indemnification provided in this Paragraph 4 shall specifically apply to and include claims or actions brought by or on behalf of employees of Borrower. In the event Lender shall suffer or incur any such Costs, Borrower shall pay to Lender the total of all such Costs suffered or incurred by Lender upon demand by Lender. Without limiting the generality of the foregoing, the indemnification provided in this Paragraph 4 shall specifically cover Costs, including capital, operating, supervision and maintenance costs, incurred in connection with any investigation or monitoring of site conditions, any clean-up, containment, remediation, removal, or restoration work required or performed by any federal, state or local governmental agency or political subdivision or performed by any nongovernmental entity or person because of the presence, suspected presence, release or suspected release of any Hazardous Material on, in or into the air, soil, groundwater or surface water at, on, about, under, or within the Premises (or any portion thereof), or elsewhere in connection with the transportation of Hazardous Materials to or from the Premises and any claims of third parties for loss or damage due to such Hazardous Material.

5. Remedial Work. In the event any investigation or monitoring of site conditions or any clean-up, containment, restoration, removal, or other remedial work (collectively the " Remedial Work" ) is required at the Premises under any applicable federal, state, or local law or regulation, by any judicial order, or by any governmental entity, or in order to comply with any agreements affecting the Premises because of, or in connection with, any occurrence or event described in Paragraph 4 above, Borrower shall perform or cause to be performed the required Remedial Work in compliance with such law, regulation, order, or agreement; provided, that Borrower may withhold such compliance pursuant to a good faith dispute regarding the application, interpretation or validity of the law, regulation, order, or agreement, subject to the requirements of Paragraph 6 below. All required Remedial Work shall be performed by one or more contractors, selected by Borrower and approved (such approval not to be unreasonably withheld or delayed) in advance in writing by Lender, and under the supervision of a consulting engineer, selected by Borrower and approved (such approval not to be unreasonably withheld or delayed) in advance in writing by Lender. All costs and expenses of such required Remedial Work shall be paid by Borrower including, without limitation, the charges of such contractor(s) and/or the consulting engineer, and Lender' s reasonable attorneys' and paralegals' fees and costs incurred in connection with monitoring or review of such Remedial Work. In the event Borrower shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Lender may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith shall be Costs within the meaning of Paragraph 4 above. All such Costs shall be due and payable upon demand by Lender.

6. Permitted Contests. Notwithstanding any provision of this Agreement to the contrary, Borrower will be permitted to contest or cause to be contested, subject to compliance with the requirements of ...