FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ETRE REIT, LLCLimited Liability Company Agreement • July 21st, 2015 • Etre Reit, LLC • Real estate investment trusts • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ETRE REIT, LLC, is dated as of ___________, 2015. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1, Section 3.4 and Article XIII.
] Shares ETRE REIT, LLC, SERIES A-1 COMMON shares FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2015 • Etre Reit, LLC • Real estate investment trusts • New York
Prior to or substantially concurrently with the closing of the sale and purchase of the Initial Securities, (i) the A-1 Series will complete the acquisition of a 48.87% indirect interest in State Street Financial Center, also known as One Lincoln Street, located in Boston, Massachusetts (the “Property”), by acquiring 48.87% of the outstanding equity interests in Lincoln Street Mezz, LLC (the “Acquisition”) pursuant to the terms of a Contribution Agreement, dated as of March 26, 2015, by and among the A-1 Series, Lincoln Street Holdings, LLC and Lincoln Street Mezz, LLC (the “Contribution Agreement”); (ii) also under the terms of the Contribution Agreement, Lincoln Street Mezz, LLC will convert from a Delaware limited liability company to a Delaware limited partnership and be renamed ETRE Property A-1, LP (the “Property A-1 Subsidiary”); (iii) Lincoln Street Holdings, LLC (the “Limited A-1 Partner”) will retain an indirect 51.12% interest in the Property through a limited partnership in
KINGSTON BEDFORD JOINT VENTURE LLC Landlord TO SSB REALTY LLC Tenant LEASE Premises at: One Lincoln Street Boston, MassachusettsLease Agreement • July 9th, 2015 • Etre Reit, LLC • Real estate investment trusts • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the "Building") known as, and with an address at, One Lincoln Street, Boston, Massachusetts.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 9th, 2014 • Etre Reit, LLC • Real estate investment trusts • Delaware
This INDEMNIFICATION AGREEMENT, dated as of _____________, 2014, by and among ETRE REIT, LLC, a Delaware series limited liability Company (the "Company"), Series A-1 of the Company (the "Initial Series") and [NAME] (the "Indemnitee"). The Initial Series and any other series of the Company that agrees in writing to become bound by this Agreement are collectively referred to herein as the "Series" and each individually as a "Series."
PROPERTY MANAGEMENT AND LEASING AGREEMENT FOR ETRE PROPERTY A-1, LLC ATProperty Management and Leasing Agreement • May 9th, 2014 • Etre Reit, LLC • Real estate investment trusts
This PROPERTY MANAGEMENT AND LEASING AGREEMENT, dated this ___ day of May, 2014 (this "Agreement") by and between ETRE PROPERTY A-1, LLC, a Delaware limited liability company (hereinafter "Owner") and JONES LANG LASALLE AMERICAS, INC., a Maryland corporation (hereinafter "Manager").
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 21st, 2015 • Etre Reit, LLC • Real estate investment trusts • New York
FORM OF ASSET MANAGEMENT AGREEMENTAsset Management Agreement • June 10th, 2015 • Etre Reit, LLC • Real estate investment trusts • New York
THIS ASSET MANAGEMENT AGREEMENT is made as of [●], 2015 to be effective as of [●], 2015 by and between ETRE PROPERTY A‑1, L.P., a Delaware limited partnership (the "Property LP"), and FPG Lincoln Manager, LLC, a Delaware limited liability company (together with its permitted assignees, the "Asset Manager").
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • May 9th, 2014 • Etre Reit, LLC • Real estate investment trusts • New York
THIS ADMINISTRATIVE SERVICES AGREEMENT is made as of [●], 2014 to be effective as of [●], 2014 by and among the SERIES A-1 (the "A-1 Series") of ETRE REIT, LLC, a Delaware series limited liability company (the "Company"), ETRE PROPERTY A-1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the A-1 Series (the "Property LLC"), and ETRE aSSET Management, LLC, a Delaware limited liability company (together with its permitted assignees, the "Administrative Agent").
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2015 • Etre Reit, LLC • Real estate investment trusts • New York
Indemnity Agreement (this “Agreement”), dated as of the 20th day of March, 2015 made by ETRE Property A-1, L.P., a Delaware limited liability partnership (“Indemnitor”).
ETRE REIT, LLC RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 9th, 2014 • Etre Reit, LLC • Real estate investment trusts • Delaware
THIS AGREEMENT is made by and between ETRE REIT, LLC, a Delaware series limited liability company (the "Company") and ________ (the "Grantee"), dated as of the __th day of ________, 2014.
ContractLoan and Security Agreement • July 9th, 2015 • Etre Reit, LLC • Real estate investment trusts • Massachusetts
THIS LOAN AND SECURITY AGREEMENT, (the "Security Instrument") is made as of the 27th day of December, 2006, by LINCOLN STREET PROPERTY OWNER, LLC, having its chief executive office at 184 Kent Avenue, 5th Floor, Brooklyn, New York 11211(hereinafter referred to as "Borrower") and WACHOVIA BANK, NATIONAL ASSOCIATION, having an address at Wachovia Bank, National Association, Commercial Real Estate Services, 8739 Research Drive URP 4, NC 1075, Charlotte, North Carolina 28262 ("Wachovia") and UBS REAL ESTATE INVESTMENTS INC., having an address at 1251 Avenue of the Americas, 22nd Floor, New York, New York 10020 ("UBS"; and, together with Wachovia, collectively, hereinafter referred to as "Lender").
THIRD AMENDMENT TO LEASELease • July 9th, 2015 • Etre Reit, LLC • Real estate investment trusts
This THIRD AMENDMENT TO LEASE (the "Third Amendment") dated as of December 22, 2004, by and between FIRST STATES INVESTORS 228 LLC, a Delaware limited liability company ("Landlord"), and SSB REALTY LLC, a Delaware limited liability company ("Tenant").
FIRST AMENDMENT TO LEASELease • July 9th, 2015 • Etre Reit, LLC • Real estate investment trusts
FIRST AMENDMENT TO LEASE (this "First Amendment") dated as of August 15, 2003, by and between KINGSTON BEDFORD JOINT VENTURE LLC, a Delaware limited liability company ("Landlord") and SSB REALTY LLC, a Delaware limited liability company ("Tenant").
SECOND AMENDMENT TO LEASELease • July 9th, 2015 • Etre Reit, LLC • Real estate investment trusts
This SECOND AMENDMENT TO LEASE (the "Second Amendment") dated as of February 13, 2004, by and between FIRST STATES INVESTORS 228 LLC, a Delaware limited liability company ("Landlord"), and SSB REALTY LLC, a Delaware limited liability company ("Tenant").
FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASEAgreement of Sale and Purchase • May 9th, 2014 • Etre Reit, LLC • Real estate investment trusts • District of Columbia
THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this "First Amendment"), is made and entered into as of the 24th day of April 2014, by and between M-C CAPITOL ASSOCIATES L.L.C., a Delaware limited liability company ("Seller") and ETRE Property A-1, LLC, a Delaware limited liability company ("Purchaser").
FORM OF ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • July 9th, 2015 • Etre Reit, LLC • Real estate investment trusts • New York
THIS ADMINISTRATIVE SERVICES AGREEMENT is made as of [●], 2015 to be effective as of [●], 2015 by and among the SERIES A-1 (the "A-1 Series") of ETRE REIT, LLC, a Delaware series limited liability company (the "Company"), ETRE PROPERTY A-1, L.P., a Delaware limited partnership and a subsidiary of the A-1 Series (the "Property LP"), and ETRE ASSET MANAGEMENT, LLC, a Delaware limited liability company (together with its permitted assignees, the "Administrative Agent").
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ETRE PROPERTY A-1, L.P.Agreement of Limited Partnership • July 21st, 2015 • Etre Reit, LLC • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF ETRE PROPERTY A-1, L.P., dated as of ___________, 2015, is entered into by and among Series A-1 (the "A-1 Series" or, in its capacity as a General Partner, the "REIT General Partner") of ETRE REIT, LLC, a Delaware series limited liability company (the "Company"), Lincoln Street Manager, LLC, a Delaware limited liability company (in its capacity as a General Partner, the "Fortis General Partner"), and the limited partner(s) listed on Exhibit A hereto (each a "Limited Partner").
ETRE REIT, LLC SERIES A-1 COMMON SHARES FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2015 • Etre Reit, LLC • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of [___], 2015, by and among ETRE REIT, LLC, a Delaware series limited liability company (the "Company"), with respect to itself and with respect to Series A-1, a separate series thereof (the "A-1 Series"), and Lincoln Street Holdings, LLC, a Delaware limited liability company ("Lincoln Street Holdings"). Lincoln Street Holdings and its permitted assignees are collectively referred to herein as the "Holders" and each individually as a "Holder."
ETRE FINANCIAL, LLC /ETRE REIT, LLC TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 9th, 2014 • Etre Reit, LLC • Real estate investment trusts • New York
This ETRE FINANCIAL, LLC /ETRE REIT, LLC TRADEMARK LICENSE AGREEMENT ("Agreement"), is entered into as of the [●] day of [●] 2014 ("Effective Date"), by and between the Parties,
AGREEMENT OF SALE AND PURCHASESale Agreement • May 9th, 2014 • Etre Reit, LLC • Real estate investment trusts • District of Columbia
THIS AGREEMENT OF SALE AND PURCHASE ("Agreement") made this ____ day of April, 2014 by and between M-C CAPITOL ASSOCIATES L.L.C., a limited liability company organized under the laws of the State of Delaware, having an address c/o Mack-Cali Realty Corporation, 343 Thornall Street, Edison, New Jersey 08837 ("Seller") and ETRE Property A-1, LLC, a limited liability company organized under the laws of the State of Delaware, having an address at c/o ETRE Financial, LLC, 44 Wall Street, New York, NY 10005 ("Purchaser").
RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • July 9th, 2015 • Etre Reit, LLC • Real estate investment trusts • Delaware
THIS AGREEMENT is made by and between ETRE REIT, LLC, a Delaware series limited liability company (the "Company"), and ________ (the "Grantee"), dated as of the __th day of ________, 2015.
GUARANTYGuaranty • July 9th, 2015 • Etre Reit, LLC • Real estate investment trusts • Massachusetts
Kingston Bedford Joint Venture LLC ("Landlord") and SSB Realty, LLC ("Tenant") have entered into a lease dated May 9, 2001, of certain premises (the "Premises',) consisting of floors 1 through 36, inclusive, in the building known as One Lincoln Street, Boston, Massachusetts (as it may be amended or modified, or as space may be added or deleted, the "Lease"). In consideration of Landlord offering the leased premises to Tenant, State Street Corporation (the "Guarantor'') hereby agrees to execute this Guaranty under the following terms and conditions.
