OMNIBUS AGREEMENTOmnibus Agreement • March 24th, 2010 • Related Special Assets LLC • Real estate • Delaware
This Omnibus Agreement (this “Agreement”), dated as of March 5, 2010, is entered into by and among Centerline Holding Company, a Delaware statutory trust (“Centerline”), Centerline Capital Company, LLC, a Delaware limited liability company (“CCC” and together with Centerline, the “Centerline Parties”), Related Special Assets LLC, a Delaware limited liability company (“RSA”) and Related General II, L.P. (“RG II”, and together with RSA , the “Related Parties”).
CENTERLINE HOLDING COMPANYLock-Up Agreement • March 24th, 2010 • Related Special Assets LLC • Real estate • Delaware
This letter agreement (this “Agreement”) is being delivered to you in connection with the restructuring of Centerline Holding Company (the “Company”) and its subsidiaries pursuant to which the Company will enter into (i) a purchase and sale agreement, by and among a subsidiary of Island C-III Holdings LLC (“Newco”), on the one hand, and the Company and certain of its subsidiaries, on the other hand, resulting in the acquisition by Newco of the Company’s assets comprising the former ARCap Investors LLC business, certain other assets of the Company and newly issued Special Series A Shares representing an approximately twenty percent (20%) fully diluted ownership interest in the Company, for an aggregate purchase price equal to (a) approximately $50,000,000 in cash and (b) the assumption of approximately $60,000,000 of the Company’s senior secured debt obligations (the “Island Sale”) and (ii) various agreements with certain of its lenders, creditors and claimants to restructure certain of
PURCHASE AND SALE AGREEMENT BY AND BETWEEN RELATED SPECIAL ASSETS LLC AND March 5, 2010Purchase and Sale Agreement • March 24th, 2010 • Related Special Assets LLC • Real estate • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made this 5 day of March, 2010, by and between Related Special Assets LLC, a Delaware limited liability company (the “Seller”), and C-III Capital Partners LLC, a Delaware limited liability company (the “Purchaser”). Each of the Purchaser and the Seller may also be referred to as a “Party” or collectively, as the “Parties.”
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 14th, 2011 • Related Special Assets LLC • Real estate • New York
Amendment No. 1 dated as of November 4, 2011 (this “Amendment”), to that certain Purchase and Sale Agreement (“PSA”), dated as of March 5, 2010 between RELATED SPECIAL ASSETS LLC, a Delaware limited liability company (“Seller”) and C-III CAPITAL PARTNERS LLC, a Delaware limited liability company (the “Purchaser”). Each of the Seller and the Purchaser may also be referred to as a “Party” or collectively as the “Parties.”
AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 14th, 2011 • Related Special Assets LLC • Real estate • New York
Amendment No. 2 dated as of November 18, 2011 (this “Amendment”), to that certain Purchase and Sale Agreement (“PSA”), dated as of March 5, 2010 between RELATED SPECIAL ASSETS LLC, a Delaware limited liability company (“Seller”) and C-III CAPITAL PARTNERS LLC, a Delaware limited liability company (the “Purchaser”), as amended by Amendment No. 1 to the PSA, dated as of November 4, 2011 by and between Seller and Purchaser (collectively as amended, the “Amended PSA”) Each of the Seller and the Purchaser may also be referred to as a “Party” or collectively as the “Parties.”
