Exhibit 10.3
March 11, 2011
VIA E-MAIL AND FEDERAL EXPRESS
To the Persons listed on Schedule I hereto, Schedule II hereto
and GKK Stars Junior Mezz 2 LLC
c/o Gramercy Capital Corp.
000 Xxxxxxxxx Xxxxxx, 19th Floor
New York, New York 10170
|
|
|
| Attention: |
|
Xxxxxx X. Xxxxx, Chief Operating Officer and |
|
|
Xxxxxxx X. X’Xxxxxx, President |
Re:
Omnibus Extension of Loan Agreements
Ladies and Gentlemen:
Reference is hereby made to (i) that certain Loan Agreement, dated as of April 1, 2008 (as amended by that certain Amendment to Loan Agreement, dated as of August 22, 2008, and as further
amended by that certain Second Amendment to Loan Agreement (the “Second Amendment”), dated as of March 9, 2010, the “Mortgage Loan Agreement”), by and among the parties identified as “Mortgage
Borrower” on Schedule I hereto (collectively, the “Mortgage Borrower”) and Xxxxxxx Xxxxx Commercial Mortgage Capital, L.P. (as predecessor-in-interest to Xxxxxxx Xxxxx, “Goldman”), Citicorp North
America, Inc. (“Citi”), and XX Xxxxx Realty Corp. (“XX Xxxxx,” and collectively with Goldman and Citi, the “Mortgage Lender”), and (ii) that certain Xxxxxxx and Restated Senior Mezzanine Loan
Agreement, as amended by that certain Xxxxxxx and Restated Loan Agreement (the “Senior Mezz Amendment”) dated as of March 9, 2010 (the “Senior Mezzanine Loan Agreement”), effective as of August 22, 2008,
by and between KBS Debt Holdings LLC (“Senior Mezzanine Lender”), as successor-in-interest to Goldman and Citi, and the parties identified as “Senior Mezzanine Borrower” on Schedule II hereto (collectively, the
“Senior Mezzanine Borrower”), a 56.25% participation in which was acquired by KBS GKK Participation Holdings I, LLC (“KBS Participation Holdings I”) and then sold to Goldman pursuant to that certain Master
Repurchase Agreement, dated as of August 22, 2008, between KBS Participation Holdings I and Goldman and a 43.75% participation in which was acquired KBS GKK Participation Holdings II, LLC (“KBS Participation Holdings II”, and
collectively with KBS Participation Holdings I, “KBS”) and then sold to Citi pursuant to that certain Master Repurchase Agreement, dated as of August 22, 2008, between KBS Participation Holdings II and Citi and (iii) that
certain Junior Mezzanine Loan Agreement, as amended by that certain Amendment to Junior Mezzanine Loan Agreement (the “Junior Mezz Amendment”), dated as of March 9, 2010 (the “Junior Mezzanine Loan Agreement”),
dated as of August 22, 2008, by and between Goldman, Citi and XX Xxxxx (collectively, the “Junior Mezzanine Lender” and collectively with Mortgage Lender and Senior Mezzanine Lender, the “Lender”) and GKK Stars
Junior Mezz 2 LLC (the “Junior Mezzanine Borrower”, and collectively with the Mortgage Borrower and Senior Mezzanine Borrower, the “Borrower”). Capitalized terms not defined herein shall have the meanings set forth
in the Mortgage Loan Agreement. References in this Extension Agreement to the “Loans,” the “Loan Agreements,” or the “Loan Documents” shall be
deemed to collectively refer to the Loan, the Mezzanine Loan and the Junior Mezzanine Loan; the Loan Documents, the Mezzanine Loan Documents and the Junior Mezzanine Loan Documents; and the
Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement and the Junior Mezzanine Loan Agreement, as applicable.
Pursuant
to Section 3(a) of the Second Amendment, the Senior Mezz Amendment and the Junior Mezz Amendment, the scheduled maturity date of the mortgage and mezzanine loans (the “Maturity Date”) will occur on March 11, 2011. Xxxxxxxx
has requested that Lenders enter into this agreement to extend the Maturity Date (“Extension Agreement”) until 11:59 PM on March 13, 2011 (eastern standard time) (the period from March 11, 2011 until 11:59 PM on
March 13, 2011 (eastern standard time) referred to herein as the “Extension Period”). Lenders have agreed to the same, under terms and conditions set forth in this Extension Agreement.
| |
1. |
Lenders, Borrowers, Guarantor and Whole Loan Guarantor hereby agree that the Maturity Date with respect to each of the Loan, the Mezzanine Loan and the Junior Mezzanine
Loan shall be 11:59 PM (eastern standard time) on March 13, 2011. |
| |
2. |
Xxxxxxxx and Guarantor hereby represent that neither Borrower nor Guarantor is entering into this Extension Agreement or the transactions contemplated hereunder with
the intention of defrauding, delaying or hindering any creditors of Borrower or Guarantor. |
| |
3. |
This Extension Agreement may be executed in any number of separate counterparts and by the different parties hereto on separate counterparts, each of which shall be
deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. In proving this Extension Agreement in any judicial proceedings, it shall not be necessary to produce or account for more than one such
counterpart signed by the party against whom such enforcement is sought. Any signature delivered by a party by facsimile transmission or electronic mail shall be deemed an original signature hereto. |
| |
4. |
This Extension Agreement shall not be a binding obligation of any party hereto until such time as all of the signatories hereto have executed and delivered this
Extension Agreement. Notwithstanding the foregoing, the inclusion of any individual Lender party as a signatory hereto shall not be interpreted to mean that the consent of such individual Lender party is required pursuant to any existing agreement
among the Lender parties. |
| |
5. |
Each of the parties hereto expressly reserves any and all rights and remedies available under the Loan Documents, at law and in equity. No delay,
waiver or failure to exercise by Xxxxxx in exercising any right, remedy, power or privilege hereunder or under the Loan Documents shall preclude any other or further exercise thereof, or the exercise of any other right, remedy power or privilege.
Except as modified hereby, the Loan Documents are and shall remain in full force and effect, Borrower and Guarantor ratify and reaffirm all of the terms and provisions of the Loan Documents. Except as expressly set forth herein, nothing
|
2
| |
contained herein shall be construed or interpreted as a modification or amendment of the Loan Documents in any way. |
| |
6. |
This Extension Agreement shall be governed by, and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. The
parties hereto hereby agree that any suit for the enforcement of this Extension Agreement may be brought in the courts of the State of New York sitting in New York County or any Federal Court sitting in New York County and consent to the exclusive
jurisdiction of such Court. |
[SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, for good and valuable consideration, the sufficiency of which is hereby
acknowledged and agreed, the parties hereto have executed and delivered this Extension Agreement as of the date first hereinabove set forth. This letter agreement shall be of no force and effect unless signed by each of the parties set forth below.
|
|
|
| BORROWER: |
|
| The entities listed on Schedule A to this signature page |
|
|
| By: |
|
/s/ Xxxxxx X. Xxxxx |
|
|
Name: Xxxxxx X. Xxxxx |
|
|
Title: Chief Operating Officer |
|
| GUARANTOR: |
|
| GRAMERCY CAPITAL CORP., a Maryland corporation |
|
|
| By: |
|
/s/ Xxxxxx X. Xxxxx |
|
|
Name: Xxxxxx X. Xxxxx |
|
|
Title: Chief Operating Officer |
|
| WHOLE LOAN GUARANTOR: |
|
| GKK STARS JUNIOR MEZZ I, LLC, a Delaware limited liability company |
|
|
| By: |
|
/s/ Xxxxxx X. Xxxxx |
|
|
Name: Xxxxxx X. Xxxxx |
|
|
Title: Chief Operating Officer |
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
SHORT TERM EXTENSION – SIG PAGE (GRAMERCY)
|
|
|
| MORTGAGE LENDER: |
|
| XXXXXXX XXXXX MORTGAGE COMPANY, a New York limited partnership |
|
|
| By: |
|
Xxxxxxx Xxxxx Real Estate Funding Corp., its general partner |
|
|
|
|
|
| By: |
|
/s/ Xxxx X. Xxxxx |
|
|
Name: Xxxx X. Xxxxx |
|
|
Title: Authorized Signatory |
|
| CITICORP NORTH AMERICA, INC., a New York corporation |
|
|
| By: |
|
/s/ Xxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxx X. Xxxxxx |
|
|
Title: Director |
|
| XX XXXXX REALTY CORP., a Maryland corporation |
|
|
| By: |
|
/s/ Xxxxxx X. Xxxxxx |
|
|
Name: Xxxxxx X. Xxxxxx |
|
|
Title: Executive Vice President |
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
SHORT TERM EXTENSION – SIG PAGE
|
|
|
|
|
|
|
|
|
| SENIOR MEZZANINE LENDER: |
|
| KBS GKK PARTICIPATION HOLDINGS I, LLC, a Delaware limited liability company |
|
|
| By: |
|
KBS DEBT HOLDINGS, LLC, a Delaware limited liability company, its sole member |
|
|
|
|
|
By: |
|
KBS LIMITED PARTNERSHIP, a Delaware limited partnership, its manager |
|
|
|
|
|
|
|
|
By: |
|
KBS REAL ESTATE
INVESTMENT TRUST, INC., a Maryland
corporation, its sole general partner |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Xxxxx X. Xxxxxx |
|
|
|
|
|
|
|
|
Xxxxx X. Xxxxxx |
|
|
|
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
| KBS GKK PARTICIPATION HOLDINGS II, LLC, a Delaware limited liability company |
|
|
| By: |
|
KBS DEBT HOLDINGS, LLC, a Delaware limited liability company, its sole member |
|
|
|
|
|
|
|
|
By: |
|
KBS LIMITED PARTNERSHIP, a Delaware limited partnership, its manager |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
KBS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation, its sole general partner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Xxxxx X. Xxxxxx |
|
|
|
|
|
|
|
|
|
|
Xxxxx X. Xxxxxx |
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer |
[SIGNATURES
CONTINUED ON FOLLOWING PAGE]
SHORT TERM EXTENSION – SIG PAGE
|
|
|
| Consented, acknowledged and agreed: |
|
| XXXXXXX XXXXX MORTGAGE COMPANY, a New York limited partnership |
|
|
| By: |
|
Xxxxxxx Xxxxx Real Estate Funding |
|
|
Corp., its general partner |
|
|
| By: |
|
/s/ Xxxx X. Xxxxx |
|
|
Name: Xxxx X. Xxxxx |
|
|
Title: Authorized Signatory |
|
| CITICORP NORTH AMERICA, INC., a New York corporation |
|
|
| By: |
|
/s/ Xxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxx X. Xxxxxx |
|
|
Title: Director |
[SIGNATURES
CONTINUED ON FOLLOWING PAGE]
SHORT TERM EXTENSION – SIG PAGE
|
|
|
|
|
| XXXXXX XXXXXXXXX LENDER: |
|
| XXXXXXX XXXXX MORTGAGE COMPANY, a New York limited partnership |
|
|
|
| By: |
|
|
|
Xxxxxxx Xxxxx Real Estate Funding Corp., its general partner |
|
|
|
| By: |
|
|
|
/s/ Xxxx X. Xxxxx |
|
|
Name: |
|
Xxxx X. Xxxxx |
|
|
Title: |
|
Authorized Signatory |
|
| CITICORP NORTH AMERICA, INC., a New York corporation |
|
|
|
| By: |
|
|
|
/s/ Xxxxxxx X. Xxxxxx |
|
|
|
|
Name: Xxxxxxx X. Xxxxxx |
|
|
|
|
Title: Director |
|
| XX XXXXX REALTY CORP., a Maryland corporation |
|
|
|
| By: |
|
|
|
/s/ Xxxxxx X. Xxxxxx |
|
|
|
|
Name: Xxxxxx X. Xxxxxx |
|
|
|
|
Title: Executive Vice President |
SHORT TERM
EXTENSION – SIG PAGE
Schedule I
MORTGAGE BORROWERS
| 1. |
Dresher Court Realty, L.P. |
| 2. |
First States Investors 105, LLC (PA) |
| 3. |
First States Investors 107, LLC (AR) |
| 4. |
First States Investors 117, LLC (FL) |
| 5. |
First States Investors 118, LLC (FL) |
| 6. |
First States Investors 147, LLC (IA) |
| 7. |
First States Investors 154, LLC (NJ) |
| 8. |
First States Investors 157, LLC (NJ) |
| 9. |
First States Investors 2017, LLC |
| 10. |
First States Investors 2100, L.P. (NC) |
| 11. |
First States Investors 2102, L.P. (NC) |
| 12. |
First States Investors 2103, L.P. (NC) |
| 13. |
First States Investors 2104, L.P. (NC) |
| 14. |
First States Investors 2105, L.P. (NC) |
| 15. |
First States Investors 2106, L.P. (NC) |
| 16. |
First States Investors 2107, L.P. (NC) |
| 17. |
First States Investors 2108, L.P. (NC) |
| 18. |
First States Investors 2110, LLC (VA) |
| 19. |
First States Investors 2208, LLC (DE) |
| 20. |
First States Investors 230, L.P. (NC) |
| 21. |
First States Investors 2550A, LLC (DE) |
| 22. |
First States Investors 3004, Limited Partnership (FL) |
| 23. |
First States Investors 3014, LLC (GA) |
| 24. |
First States Investors 3022, L.P. (NC) |
| 25. |
First States Investors 3024, L.P. (NC) |
| 26. |
First States Investors 3028, L.P. (NC) |
| 27. |
First States Investors 3033, L.P. (NC) |
| 28. |
First States Investors 3034, LLC (SC) |
| 29. |
First States Investors 3035, LLC (SC) |
| 30. |
First States Investors 3043, LLC (SC) |
| 31. |
First States Investors 3048, LLC (VA) |
| 32. |
First States Investors 3061, LLC (NJ) |
| 33. |
First States Investors 3067, LLC (VA) |
| 34. |
First States Investors 3076, LLC (GA) |
| 35. |
First States Investors 3077, LLC (GA) |
| 36. |
First States Investors 3081, Limited Partnership |
| 37. |
First States Investors 3086, LLC (PA) |
| 38. |
First States Investors 3087, LLC (VA) |
| 39. |
First States Investors 3089, LLC (VA) |
| 40. |
First States Investors 3090, LLC (FL) |
| 41. |
First States Investors 3091, LLC (GA) |
| 42. |
First States Investors 3093, LLC (VA) |
| 43. |
First States Investors 3098, LLC (VA) |
| 44. |
First States Investors 3099, LLC (VA) |
| 45. |
First States Investors 3103, LLC (GA) |
| 46. |
First States Investors 3108, LLC (NJ) |
| 47. |
First States Investors 3114, LLC (TN) |
| 48. |
First States Investors 3151, LLC (FL) |
| 49. |
First States Investors 3179, Limited Partnership (DE) |
| 50. |
First States Investors 3187, Limited Partnership (DE) |
| 51. |
First States Investors 3195, L.P. (TX) |
| 52. |
First States Investors 3300, LLC |
| 53. |
First States Investors 3601, LLC (FL) |
| 54. |
First States Investors 3632, LLC (FL) |
| 55. |
First States Investors 3642, LLC (NJ) |
| 56. |
First States Investors 3647, L.P. (PA) |
| 57. |
First States Investors 40, LLC (MO) |
| 58. |
First States Investors 4000C, LLC (DE) |
| 59. |
First States Investors 4029, LLC (DE) |
| 60. |
First States Investors 4043, LLC (GA) |
| 61. |
First States Investors 4044, LLC (DE) |
| 62. |
First States Investors 4048, LLC (DE) |
| 63. |
First States Investors 4055, LLC (DE) |
| 64. |
First States Investors 4062, LLC (DE) |
| 65. |
First States Investors 4067, LLC (DE) |
| 66. |
First States Investors 4081, LLC (DE) |
| 67. |
First States Investors 4085, LLC (DE) |
| 68. |
First States Investors 4100B, L.P. (DE) |
| 69. |
First States Investors 4150, LLC (DE) |
| 70. |
First States Investors 4413, LLC (DE) |
| 71. |
First States Investors 4499, LLC (DE) |
| 72. |
First States Investors 4500, LLC (DE) |
| 73. |
First States Investors 5000B, LLC (DE) |
| 74. |
First States Investors 77, L.P. (FL) |
| 75. |
First States Investors 922, LLC (IL) |
| 76. |
First States Investors 923, L.P. (DE) |
| 77. |
First States Investors 926 L.P. |
| 78. |
First States Investors 927, LLC (DE) |
| 79. |
First States Investors Branch One, L.P. (DE) |
| 80. |
First States Investors GS Pool A, L.P. (DE) |
| 81. |
First States Investors GS Pool B, L.P. (DE) |
| 82. |
First States Investors GS Pool C, L.P. |
| 83. |
First States Investors Realty, LLC (DE) |
| 84. |
First States Partners No. 201, L.P. |
| 85. |
First States Partners No. 203, LLC (NJ) |
| 86. |
First States Partners No. 213, LLC (NJ) |
| 87. |
First States Partners No. 216, L.P. (PA) |
| 88. |
First States Partners No. 236 L.P. (PA) |
| 89. |
First States Properties No. 12, LLC (PA) |
| 90. |
First States Properties No. 15, LLC (PA) |
| 91. |
First States Properties No. 19, LLC (PA) |
| 92. |
First States Properties No. 34, LLC (PA) |
| 93. |
First States Properties No. 35, LLC (PA) |
| 94. |
First States Properties No. 37, LLC (PA) |
| 95. |
First States Properties No. 41, LLC (PA) |
| 96. |
First States Properties No. 43, LLC (PA) |
| 97. |
First States Properties No. 49, LLC (PA) |
| 98. |
First States Properties No. 51, LLC (PA) |
| 99. |
First States Properties No. 52, LLC (PA) |
| 100. |
First States Properties No. 56, LLC (PA) |
| 101. |
First States Properties No. 59, LLC (PA) |
| 102. |
First States Properties No. 62, LLC (PA) |
| 103. |
First States Properties No. 67, LLC (PA) |
| 104. |
First States Properties No. 71, LLC (PA) |
| 105. |
First States Properties No. 73, LLC (PA) |
| 106. |
First States Properties No. 75, LLC (PA) |
| 107. |
First States Properties No. 9, LLC (PA) |
| 108. |
First States Realty Corp., LLC |
SCHEDULE II
SENIOR MEZZANINE BORROWERS
| 1. |
American Financial TRS, Inc. (DE) |
| 2. |
First States Investors 104 Holdings, L.P. (DE) |
| 3. |
First States Investors 240 Holdings, LLC (DE) |
| 4. |
First States Investors 241 Holdings, LLC (DE) |
| 5. |
First States Investors 3300 Holdings, LLC (DE) |
| 6. |
First States Investors 4400A, L.P. (DE) |
| 7. |
First States Investors 4100, LLC (DE) |
| 8. |
First States Investors 4600 Holdings, LLC (DE) |
| 9. |
First States Investors 5000, LLC (DE) |
| 10. |
First States Investors 6000, L.P. |
| 11. |
First States Investors 801, L.P. (PA) |
| 12. |
First States Investors 923 Holdings, L.P. |
| 13. |
First States Investors 927 Holdings, LLC |
| 14. |
First States Investors Asset Group A, L.P. |
| 15. |
First States Investors GS Pool A Holdings, LLC (DE) |
| 16. |
First States Investors GS Pool B Holdings, LLC (DE) |
| 17. |
First States Investors, L.P. (DE) |
| 18. |
First States Partners III, L.P. (DE) |
| 19. |
First States Partners, L.P. (DE) |
| 20. |
First States Properties, L.P. (PA) |
| 21. |
First States Wilmington JV, L.P |
