AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 6, 2018 BY AND AMONG GRAMERCY PROPERTY TRUST, GPT OPERATING PARTNERSHIP LP, BRE GLACIER PARENT L.P., BRE GLACIER L.P. AND BRE GLACIER ACQUISITION L.P.Merger Agreement • May 7th, 2018 • GPT Operating Partnership LP • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 6, 2018, is by and among Gramercy Property Trust, a Maryland real estate investment trust (the “Company”), BRE Glacier Parent L.P., a Delaware limited partnership (“Parent”), BRE Glacier L.P., a Delaware limited partnership (“Merger Sub I”), BRE Glacier Acquisition L.P., a Delaware limited partnership (“Merger Sub II”), and GPT Operating Partnership LP, a Delaware limited partnership (the “Partnership”).
EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment Agreement • November 1st, 2017 • GPT Operating Partnership LP • Real estate investment trusts • New York
This EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is made as of the 12th day of June, 2012, between Nicholas Pell (“Executive”) and Gramercy Capital Corp., a Maryland corporation (the “Employer”), to be effective as of July 1, 2012 (the “Effective Date”).
AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • October 18th, 2017 • GPT Operating Partnership LP • Real estate investment trusts • New York
THIS AMENDED AND RESTATED TERM LOAN AGREEMENT AMENDS AND RESTATES THAT CERTAIN TERM LOAN AGREEMENT DATED DECEMBER 17, 2015 (AS AMENDED AND IN EFFECT IMMEDIATELY PRIOR TO THE DATE HEREOF, THE “EXISTING CREDIT AGREEMENT”), ENTERED INTO BY AND AMONG GPT OPERATING PARTNERSHIP LP, A DELAWARE LIMITED PARTNERSHIP (F/K/A CSP OPERATING PARTNERSHIP LP), GPT PROPERTY TRUST LP, A DELAWARE LIMITED PARTNERSHIP, GRAMERCY PROPERTY TRUST, A MARYLAND REAL ESTATE INVESTMENT TRUST (F/K/A CHAMBERS STREET PROPERTIES), THE LENDERS FROM TIME TO TIME PARTY THERETO, AND CAPITAL ONE, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT.
JOINDER AND FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • October 18th, 2017 • GPT Operating Partnership LP • Real estate investment trusts • New York
This Joinder and First Amendment to Amended and Restated Term Loan Agreement (this “Amendment”) is made as of October 16, 2017, among GPT OPERATING PARTNERSHIP LP, a Delaware limited partnership (“GPT OP”), GPT PROPERTY TRUST LP, a Delaware limited partnership (together with GPT OP, each a “Borrower”), GRAMERCY PROPERTY TRUST, a Maryland real estate investment trust (the “Guarantor”), CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent (the “Administrative Agent”), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (the “New Lender”).
AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • May 7th, 2018 • GPT Operating Partnership LP • Real estate investment trusts • New York
This Amendment to the Employment and Noncompetition Agreement (this “Amendment”), effective as of May 6, 2018, is made by and between Gramercy Property Trust (f/k/a Chambers Street Properties), a Maryland real estate investment trust (the “Employer”), as successor to Gramercy Property Trust, Inc. (f/k/a Gramercy Capital Corp.), a Maryland corporation (the “Original Employer”), and Benjamin Harris (“Executive”).
GPT OPERATING PARTNERSHIP LPIndenture • June 29th, 2017 • GPT Operating Partnership LP • Real estate investment trusts • New York
INDENTURE, dated as of ____________________, among GPT OPERATING PARTNERSHIP LP, a limited partnership duly organized and existing under the laws of the State of Delaware (herein called the “Operating Partnership”), having its principal office at 90 Park Avenue, 32nd Floor, New York, NY 10016; GRAMERCY PROPERTY TRUST, a real estate investment trust duly organized and existing under the laws of the State of Maryland (herein called the “Guarantor”), having its principal office at 90 Park Avenue, 32nd Floor, New York, NY 10016; and _________________, as Trustee (herein called the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment Agreement • May 7th, 2018 • GPT Operating Partnership LP • Real estate investment trusts • New York
This AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is made as of the 6th day of May, 2018 (the “Effective Date”), between Gordon DuGan (“Executive”), Gramercy Property Trust (the “Employer”) and GPT Operating Partnership LP, to be effective immediately.
AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • May 7th, 2018 • GPT Operating Partnership LP • Real estate investment trusts • New York
This Amendment to the Employment and Noncompetition Agreement (this “Amendment”), effective as of May 6, 2018, is made by and between Gramercy Property Trust (f/k/a Chambers Street Properties), a Maryland real estate investment trust (the “Employer”), as successor to Gramercy Property Trust, Inc. (f/k/a Gramercy Capital Corp.), a Maryland corporation (the “Original Employer”), and Nicholas Pell (“Executive”).
