JUNIOR SUBORDINATED INDENTURE between JER INVESTORS TRUST INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Dated as of May 29, 2009JER Investors Trust Inc • June 4th, 2009 • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of May 29, 2009 between JER Investors Trust Inc., a Maryland corporation (the “Company”), and The Bank of New York Mellon Trust Company, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2005 • JER Investors Trust Inc • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 4, 2004, by and among JER INVESTORS TRUST INC., a Maryland corporation (the “Company”), JER COMMERCIAL DEBT ADVISORS LLC, a Delaware limited liability company (the “Manager”), FRIEDMAN, BILLINGS, RAMSEY AND CO., INC., a Delaware corporation (“FBR”), and the HOLDERS (as defined below).
JER INVESTORS TRUST INC. JER Investors Trust Inc. Nonqualified Stock Option and Incentive Award Plan (Manager Only) Form of Performance Unit AgreementPerformance Unit Agreement • August 2nd, 2007 • JER Investors Trust Inc • Real estate investment trusts • Virginia
THIS PERFORMANCE UNIT AGREEMENT (this “Agreement”), dated and effective as of the __ day of [ ], 200[ ] (the “Date of Grant”), is entered into by and between JER Investors Trust Inc., a Maryland corporation (the “Company”), and [ ] (the “Grantee” and, together with the Company, the “Parties”).
JER INVESTORS TRUST INC. Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2005 • JER Investors Trust Inc • Real estate investment trusts • New York
JER Investors Trust Inc., a Maryland corporation (the “Company”), JER Commercial Debt Advisors LLC, a Delaware limited liability company (the “Manager”), and certain stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”), each confirms their agreement with each of the Underwriters listed on Schedule II hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc. and Banc of America Securities LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders of shares (the “Initial Shares”) of Common Stock, par value $0.01 per share, of the Company (“Common Shares”) in the respective numbers of shares set forth opposite the names of the Company and each such Selling Stockholder in Schedule I hereto, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of Initial Shares set forth opposite the names of t
AMENDMENT TO THE MANAGEMENT AGREEMENT BY AND BETWEEN JER INVESTORS TRUST INC. and JER COMMERCIAL DEBT ADVISORS LLCManagement Agreement • October 20th, 2009 • JER Investors Trust Inc • Real estate investment trusts
This AMENDMENT No. 5 (this “Amendment”) to the Management Agreement, dated as of June 4, 2004 (as amended, the "Management Agreement"), by and between JER Investors Trust Inc., a Maryland corporation (the “Company”) and JER Commercial Debt Advisors LLC, a Delaware limited liability company (the “Manager”), is made as of this 14th day of October 2009, between the Company and the Manager. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Management Agreement.
Amended and Restated Limited Partnership Agreement Dated as of December 11, 2007Limited Partnership Agreement • December 17th, 2007 • JER Investors Trust Inc • Real estate investment trusts • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of JER US Debt Co-Investment Vehicle, L.P., a Delaware limited partnership (the “Partnership”), is made as of this 11th day of December, 2007, by and among JER Debt Co-Investment Advisors, L.P., a Delaware limited partnership, as general partner (the “General Partner”), Daniel T. Ward, as initial limited partner (the “Initial Limited Partner”), and the limited partners of the Partnership.
JER INVESTORS TRUST INC. JER Investors Trust Inc. Nonqualified Stock Option and Incentive Award Plan (Manager Only) Form of Restricted Stock AgreementRestricted Stock Agreement • August 2nd, 2007 • JER Investors Trust Inc • Real estate investment trusts • Virginia
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), dated and effective as of the day of [ ], 200[ ] (the “Date of Grant”), is entered into by and between JER Investors Trust Inc., a Maryland corporation (the “Company”), and [ ] (the “Grantee” and, together with the Company, the “Parties”).
MANAGEMENT AGREEMENT by and between JER INVESTORS TRUST INC. and JER COMMERCIAL DEBT ADVISORS LLC Dated as of June 4 , 2004Management Agreement • February 14th, 2005 • JER Investors Trust Inc • New York
MANAGEMENT AGREEMENT, dated as of June 4, 2004, by and between JER INVESTORS TRUST INC., a Maryland corporation (the “Company”), and JER COMMERCIAL DEBT ADVISORS LLC, a Delaware limited liability company (the “Manager”).
SECOND AMENDMENT TO GUARANTYGuaranty • December 23rd, 2008 • JER Investors Trust Inc • Real estate investment trusts • New York
This Second Amendment to Guaranty, dated as of December 17, 2008 (this “Second Amendment”) is by and between JER Investors Trust Inc., a Maryland corporation (the “Guarantor”) and J.P. Morgan Securities Inc. (“JPMSI”).
EXCHANGE AGREEMENT among JER INVESTORS TRUST INC. and TABERNA PREFERRED FUNDING IX, LTD. and KODIAK CDO II, LTD. Dated as of May 29, 2009Exchange Agreement • June 4th, 2009 • JER Investors Trust Inc • Real estate investment trusts • New York
THIS EXCHANGE AGREEMENT, dated as of May 29, 2009 (this “Agreement”), is entered into by and among JER INVESTORS TRUST INC., a Maryland corporation (the “Company”), TABERNA PREFERRED FUNDING IX, LTD., a Cayman Islands corporation (“Taberna IX”), and KODIAK CDO II, LTD., a Cayman Islands corporation (“Kodiak II,” together with Taberna IX, “Taberna/Kodiak Holders”), as is acknowledged and agreed to by EJF Distressed Master Fund II, LP (“EJF”), a limited partnership organized under the laws of Delaware.
JER Investors Trust Inc.JER Investors Trust Inc • June 4th, 2009 • Real estate investment trusts
Reference is made to that certain Exchange Agreement by and among JER Investors Trust Inc., a Maryland corporation (the “Company”), Taberna Preferred Funding IX, Ltd. and Kodiak CDO II, Ltd. (“Kodiak”), and acknowledged and agreed to by EJF Distressed Master Fund II, LP (“EJF”), dated as of May 29, 2009 (the “Exchange Agreement”), providing for inter alia the exchange by the Company with Kodiak of $28,125,000 aggregate liquidation amount of preferred securities of JERIT TS Statutory Trust I, a Delaware statutory trust, owned by Kodiak for $35,157,000 aggregate principal amount of Junior Subordinated Notes (the “New Notes”) due 2037 (the “Exchange”).
AMENDMENT TO THE MANAGEMENT AGREEMENT BY AND BETWEEN JER INVESTORS TRUST INC. and JER COMMERCIAL DEBT ADVISORS LLCManagement Agreement • August 10th, 2009 • JER Investors Trust Inc • Real estate investment trusts
This AMENDMENT No. 4 (this “Amendment”) to the Management Agreement, dated as of June 4, 2004 (as amended, the “Management Agreement”), by and between JER Investors Trust Inc., a Maryland corporation (the “Company”) and JER Commercial Debt Advisors LLC, a Delaware limited liability company (the “Manager”), is made as of this 21st day of July 2009, between the Company and the Manager. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Management Agreement.
ContractAgreement • December 17th, 2008 • JER Investors Trust Inc • Real estate investment trusts • New York
AGREEMENT (this “Agreement”) dated as of December 11, 2008, by JER Investors Trust Finance Company GS, LLC (the “Seller”), JER Investors Trust Inc. (the “Guarantor”) and Goldman Sachs Mortgage Company (“Buyer”), each a “Party”, and, collectively, the “Parties”.
JER INVESTORS TRUST INC. JER Investors Trust Inc. Nonqualified Stock Option and Incentive Award Plan Form of Stock Option AgreementForm of Stock Option Agreement • August 9th, 2006 • JER Investors Trust Inc • Real estate investment trusts • Virginia
This STOCK OPTION AGREEMENT (this “Agreement”), dated as of the day of , , is entered into by and between JER Investors Trust Inc., a Maryland corporation (the “Company”), and [ ] (the “Optionee” and, together with the Company, the “Parties”).
THIRD AMENDMENT TO GUARANTYGuaranty • December 22nd, 2009 • JER Investors Trust Inc • Real estate investment trusts • New York
This Third Amendment to Guaranty, dated as of December 21, 2009 (this “Third Amendment”) is by and between JER Investors Trust Inc., a Maryland corporation (the “Guarantor”) and J.P. Morgan Securities Inc. (“JPMSI”).
GUARANTYGuaranty • December 23rd, 2008 • JER Investors Trust Inc • Real estate investment trusts • New York
GUARANTY dated as of September 12, 2008 between JER Investors Trust Inc., a Maryland corporation (the "Guarantor") and J.P. Morgan Securities Inc. ("JPMSI").
ContractRepurchase Agreement • December 23rd, 2008 • JER Investors Trust Inc • Real estate investment trusts • New York
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTPartnership Agreement • December 10th, 2008 • JER Investors Trust Inc • Real estate investment trusts
This Amendment (this “Amendment”) to the Amended and Restated Limited Partnership Agreement of JER US Debt Co-Investment Vehicle, L.P. is made as of this 4th day of December, 2008, by and among JER Debt Co-Investment Advisors, L.P., a Delaware limited partnership, as general partner (the “General Partner”), JERIT Non-CDO Assets Holding LLC, a Delaware limited liability company, as limited partner, JER Fund IV US Debt Co-Investment, LLC, a Delaware limited liability company, as limited partner and the California Public Employees’ Retirement System, as limited partner (collectively, the “Limited Partners”).
AMENDMENT TO THE MANAGEMENT AGREEMENT BY AND BETWEEN JER INVESTORS TRUST INC. and JER COMMERCIAL DEBT ADVISORS, LLCManagement Agreement • November 13th, 2006 • JER Investors Trust Inc • Real estate investment trusts
This AMENDMENT No. 2 to the Management Agreement, dated as of June 4, 2004 (the “Management Agreement”), by and between JER Investors Trust Inc., a Maryland Corporation (the “Company), and JER Commercial Debt Advisors, LLC, a Delaware limited liability company (the “Manager”), is made as of this 1st day of January 2006, between the Company and the Manager. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Management Agreement.
FORM OF JER INVESTORS TRUST INC. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN NON-OFFICER DIRECTOR DEFERRED STOCK UNIT AGREEMENTDeferred Stock Unit Agreement • June 3rd, 2008 • JER Investors Trust Inc • Real estate investment trusts • Maryland
THIS AGREEMENT, dated as of __________ (the “Date of Grant”), is entered into by and between JER Investors Trust Inc. (the “Company”) and the individual named as a participant on the signature page hereto (the “Participant”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the JER Investors Trust Inc. Nonqualified Stock Option and Incentive Award Plan (the “Plan”).
REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 29, 2009 By and Among JER INVESTORS TRUST INC. And EJF DISTRESSED FUND II, LP And KODIAK CDO II, LTD.Registration Rights Agreement • June 4th, 2009 • JER Investors Trust Inc • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 29, 2009, by and among JER Investors Trust Inc., a Maryland corporation (the “Company”), EJF Distressed Master Fund II, LP (“EJF”) and Kodiak CDO II, Ltd. (“Kodiak”).
AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • December 22nd, 2009 • JER Investors Trust Inc • Real estate investment trusts • New York
This amendment, dated as of December 21, 2009 (this “Amendment”), is by and between J.P. Morgan Securities Inc. (“Party A”) and JERIT Finance CO JPM, LLC (“Party B”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
EXCHANGE AGREEMENTExchange Agreement • June 4th, 2009 • JER Investors Trust Inc • Real estate investment trusts • New York
THIS EXCHANGE AGREEMENT, dated as of May 29, 2009 (this “Agreement”), is entered into by and between JER INVESTORS TRUST INC., a Maryland corporation (the “Company”) and EJF Distressed Master Fund II, LP (“EJF”), a limited partnership organized under the laws of Delaware.
ContractServices Agreement • April 15th, 2005 • JER Investors Trust Inc • Real estate investment trusts • New York
SERVICES AGREEMENT, dated as of June 4, 2004 (the “Agreement”), by and among JER COMMERCIAL DEBT ADVISORS LLC, a Delaware limited liability company (the “Manager”), JER Investors Trust Inc., a Maryland corporation (the “Company”), and J.E. ROBERT COMPANY, INC., a Delaware corporation (“JER”).
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 25th, 2010 • JER Investors Trust Inc • Real estate investment trusts • New York
This amendment, dated as of January 21, 2010 (this “Amendment”), is by and between J.P. Morgan Securities Inc. (“Party A”) and JERIT Finance CO JPM, LLC (“Party B”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
AMENDMENT TO THE MANAGEMENT AGREEMENT BY AND BETWEEN JER INVESTORS TRUST INC. and JER COMMERCIAL DEBT ADVISORS, LLCManagement Agreement • March 22nd, 2006 • JER Investors Trust Inc • Real estate investment trusts
This AMENDMENT No. 1 to the Management Agreement, dated as of June 4, 2004 (the “Management Agreement”), by and between JER Investors Trust Inc., a Maryland Corporation (the “Company), and JER Commercial Debt Advisors, LLC, a Delaware limited liability company (the “Manager”), is made as of this 24th day of January 2006, between the Company and the Manager. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Management Agreement.
AMENDMENT TO THE MANAGEMENT AGREEMENT BY AND BETWEEN JER INVESTORS TRUST INC. and JER COMMERCIAL DEBT ADVISORS LLCManagement Agreement • December 11th, 2009 • JER Investors Trust Inc • Real estate investment trusts
This AMENDMENT No. 6 (this “Amendment”) to the Management Agreement, dated as of June 4, 2004 (as amended, the “Management Agreement”), by and between JER Investors Trust Inc., a Maryland corporation (the “Company”) and JER Commercial Debt Advisors LLC, a Delaware limited liability company (the “Manager”), is made as of this 9th day of December 2009, between the Company and the Manager. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Management Agreement.
JER INVESTORS TRUST INC. JER Investors Trust Inc. Nonqualified Stock Option and Incentive Award Plan Form of Restricted Stock AgreementForm of Restricted Stock Agreement • August 2nd, 2007 • JER Investors Trust Inc • Real estate investment trusts • Virginia
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), dated and effective as of the day of [ ], 200[ ] (the “Date of Grant”), is entered into by and between JER Investors Trust Inc., a Maryland corporation (the “Company”), and [ ] (the “Grantee” and, together with the Company, the “Parties”).
JER INVESTORS TRUST INC. JER Investors Trust Inc. Nonqualified Stock Option and Incentive Award Plan Restricted Stock Agreement (FORM)1Restricted Stock Agreement • February 14th, 2005 • JER Investors Trust Inc • Maryland
This RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of the day of , 2004 (the “Date of Grant”), is entered into by and between JER Investors Trust Inc., a Maryland corporation (the “Company”), and [ ] (the “Grantee” and, together with the Company, the “Parties”).
