EX-10.27
15
riq42012exhibit1027.htm
SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT (PB CAPITAL)
Exhibit 10.27
SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
This Second Amendment to
Purchase and Sale Agreement (this “Amendment”) is entered into on February 28, 2013 by and between FIRST STATES INVESTORS 3300 B, L.P., a Delaware limited partnership, having an address c/o GKK Realty Advisors, LLC, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (“Seller”), NATIONAL FINANCIAL REALTY – WFB EAST COAST, LLC, a Delaware limited liability company, having an address c/o National Financial Realty, Inc., 00000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 (“Original Purchaser”), NATIONAL FINANCIAL REALTY- EAST COAST PORTFOLIO I, LLC, a Delaware limited liability company, having an address c/o Oaktree Capital Management, L.P., 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000 (“First Assignee”), and the entities listed on Exhibit A attached hereto (each entity, a “Second Assignee” or “Purchaser” and, collectively, “Purchasers”).
W I T N E S S E T H :
WHEREAS, Seller and Original Purchaser entered into those certain
Purchase and Sale Agreements dated as of November 6, 2012 (the “Original Agreements”) for the sale by Seller, and the purchase by Original Purchaser, of those certain forty (40) properties listed on Exhibit A (the “Properties”);
WHEREAS, Seller and Original Purchaser further amended the Original Agreements by those certain First Amendments to
Purchase and Sale Agreement dated as of December 14, 2012 (the “First Amendments”; the Original Agreements and the First Amendments, as may be hereafter further amended, restated, supplemented or otherwise modified from time to time, are collectively referred to herein as the “Agreements”);
WHEREAS, Seller, Original Purchaser, First Assignee, and Xxxxx Fargo Bank, N.A., successor by merger to Wachovia Bank, N.A. (“Xxxxx Fargo”), as a Tenant of those certain thirty-eight (38) properties listed on Exhibit B attached hereto (the “Xxxxx Fargo Properties”) have negotiated an amendment (the “Third Amendment to Master Agreement”) of the Master Agreement Regarding Leases dated as of September 22, 2004 (as amended from time to time, the “Master Agreement”) substantially in the form attached to this Amendment as Exhibit C;
WHEREAS, also attached to this Amendment as Exhibit D is a form of that certain Excess Termination Rights Payment Agreement;
WHEREAS, on December 21, 2012, the cash sum of $400,000.00 (the “Extension Payment”) was paid by Original Purchaser to Seller by wire transfer to be applied against the Purchase Price for the Properties, which Extension Payment is applicable against the Purchase Price for the Properties;
WHEREAS, on January 18, 2013, Original Purchaser deposited the Second Deposit for each Property with First American Title Insurance Company (“the “Escrowee”);
WHEREAS, Seller, Original Purchaser and Escrowee entered into those certain Escrow Agreements dated as of November 6, 2012 (each, individually, an “Escrow Agreement”, and collectively, the “Escrow Agreements”) in connection with the Agreements;
WHEREAS, Original Purchaser has assigned to First Assignee all of Original Purchaser’s right, title and interest in and to each of the Agreements and First Assignee has assumed all of Original Purchaser’s obligations under the Agreements; and
WHEREAS, for purposes of convenience, Seller, Original Purchaser, First Assignee, and Purchasers desire to document the agreements made and to amend all forty (40) Agreements on the terms and conditions hereinafter set forth, with the understanding that all amendments will apply to each Purchaser and to each Property and will not bind the separate Agreements together. Capitalized terms (including in the Recitals hereto) not defined herein shall have the meaning attributed to such terms in the Original Agreements.
NOW, THEREFORE, the parties desire to amend the Agreements as follows:
1.Assignment and Assumption of Agreements.
x.Xx of January 18, 2013, Original Purchaser assigned to First Assignee all of Original Purchaser’s rights, title, and interest in and to the Agreements, and First Assignee accepted such assignment.
x.Xx of January 18, 2013, First Assignee assumed all of Original Purchaser’s obligations under the Agreements.
x.Xx of the Effective Date, Original Purchaser assigns to First Assignee all of Original Purchaser’s right, title and interest in and to the Escrow Agreements, and First Assignee accepts such assignment.
x.Xx of the Effective Date, First Assignee hereby assumes all of Original Purchaser’s obligations under the Escrow Agreements.
x.Xx of the date of this Amendment, First Assignee assigns to each Purchaser of the Property set forth opposite such Purchaser’s name on Exhibit A, all of First Assignee’s rights, title, and interest in and to (i) the Original Agreement and First Amendment and (ii) the Escrow Agreement, in each case, corresponding solely to the Property set forth opposite such Purchaser’s name on Exhibit A, and each Purchaser accepts such assignment.
x.Xx of the date of this Amendment, each Purchaser of the Property set forth opposite such Purchaser’s name on Exhibit A assumes all of First Assignee’s obligations under (i) the Original Agreement and First Amendment and (ii) the Escrow Agreement, in each case, corresponding solely to the Property set forth opposite such Purchaser’s name on Exhibit A.
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2.Amendment of the Agreements.
| |
| a.
| Third Amendment to Master Agreement.
|
i.Prior to the Closing, Seller shall execute (as “Assignor Master Landlord” thereunder) and deliver to Escrowee (for delivery to the other parties thereto at the Closing) the Third Amendment to Master Agreement in the form of Exhibit C, which Third Amendment to Master Agreement will be effective as of the Closing.
xx.Xx the Closing, Purchasers shall cause their affiliate, National Financial Realty – East Coast Portfolio I, LLC (the “Assignee Master Landlord” thereunder) (the “Assignee Master Landlord”) to execute and deliver to Seller (through Escrowee) a counterpart of the Third Amendment to Master Agreement.
b. Excess Termination Rights Payment Agreement. At the Closing, Seller shall execute and deliver to Purchasers (through Escrowee) and Purchasers shall execute (or shall cause Assignee Master Landlord to execute) and deliver to Seller (through Escrowee) that certain Excess Termination Rights Payment Agreement in the form of Exhibit D attached hereto.
c. Extension of the Outside Closing Date. Notwithstanding anything to the contrary in the Agreements, the Outside Closing Date under the Agreements is extended to 5:00 p.m. (
California time) on March 8, 2013.
d. Assumption of the Existing Mortgage Loan. At the Closing, a portion of the Purchase Price for each Property shall be paid by Purchasers assuming the then unpaid principal balance of the Existing Mortgage Loan (defined below), pursuant to the Amended and Restated Loan Agreement (the “Amended and Restated Loan Agreement”) to be entered into at the Closing by and among the Purchasers and PB Capital Corporation, a Delaware corporation (the “Lender”), as of the Closing in accordance with the provisions of this Section 2(d) (the “Existing Mortgage Loan Assumption”). At the Closing, effective upon the effectiveness of the Existing Mortgage Loan Assumption, each Purchaser shall be credited with payment of that portion of the Purchase Price equal to the percentage specified on Exhibit E attached hereto (the “Applicable Percentage”) of the unpaid principal balance of the Existing Mortgage Loan as of the Closing (as to each Purchaser, the “Existing Mortgage Loan Unpaid Principal Balance Credit”).
e. Cash Balance. For each Property, the balance (the “Cash Balance”) of the Purchase Price for such Property (that remains after the deduction of the Deposit and such Property’s Applicable Percentage of the Extension Payment and crediting of the Existing Mortgage Loan Unpaid Principal Balance Credit against the Purchase Price) shall be deposited by the Purchaser of such Property with Escrowee in cash by wire transfer of immediately available federal funds, together with such additional funds as may be necessary with respect to such Purchaser’s closing expenses and prorations in Seller’s favor covered in Section 11.3 of the Agreements on or before 1:00 p.m. (local Los Angeles time) on the Closing Date, or at such earlier date and time as may be required by the Escrowee under applicable law such that the Escrowee will be in a position to disburse the cash proceeds to Seller on or before 5:00 p.m. (local Los Angeles time) on the Closing Date.
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f. Implementation of the Existing Mortgage Loan Assumption.
i. The “Existing Mortgage Loan” shall mean that certain mortgage loan evidenced by (i) that certain Promissory Note dated as of April 1, 2008 (the “Existing Note”) by Seller, as borrower (“Borrower”) in favor of PB Capital Corporation, a Delaware corporation (“Lender”), as agent for the lenders more particularly set forth in the Existing Loan Agreement (defined below), (ii) that certain Loan Agreement dated April 1, 2008 (the “Existing Loan Agreement”) by and between Seller, as Borrower, and Lender, and (iii) those certain other loan documents described as “Loan Documents” in the Existing Loan Agreement (collectively, with the Existing Note and the Existing Loan Agreement, the “Existing Loan Documents”).
ii. As of, and subject to consummation of, the Closing, Seller hereby assigns to Purchasers, and Purchasers hereby assume, the then unpaid principal balance of the Existing Mortgage Loan under the Existing Note pursuant to the Existing Mortgage Loan Assumption and on the terms described in the Amended and Restated Loan Agreement to be entered into at the Closing by and among the Purchasers and Lender (the “Closing Loan Balance”), and Seller shall pay and satisfy all accrued but unpaid interest due under the Existing Mortgage Loan as of 11:59 p.m. on the day before the Closing. If and when requested, each Purchaser and Seller agree to create and execute a separate assignment and assumption document evidencing the implementation of this Section 2(f)(ii) to an individual Property or the Properties.
iii. Purchasers shall pay any and all fees and/or costs associated with Purchasers’ assumption of the Existing Mortgage Loan (which would not be payable by Seller if the Existing Mortgage Loan had been paid in full as of the Closing).
iv. The occurrence of the Existing Mortgage Loan Assumption is not a condition precedent to Purchasers’ obligation to close.
v. At the Closing, Purchasers shall cause Lender to deliver (through Escrowee) to Seller that certain Letter Agreement in the form of Exhibit F attached hereto.
g. Seller’s Indemnity. The indemnity in favor of each Purchaser contained in Section 11.1.2 of the Original Agreements shall cover any and all claims with respect to the periods prior to the Closing, and any other related claims with respect to the periods prior to the Closing, raised by Xxxxx Fargo in its letter dated January 16, 2013, which indemnity survives the Closing.
h. Deletion of Certain Provisions in the Original Agreements. As to the Original Agreements:
i. The following terms in Section 1 of the Original Agreements (and references thereto in balance of the Agreements) are no longer applicable from and after the date hereof, and thus, effective as of the date hereof, are hereby deleted from the Agreements: “KBS Guarantors” and “NFR Special Partner”.
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ii. The following Sections of the Original Agreements are hereby deleted from the Agreements in their entirety: Exhibit V: Inducement and Guaranty Agreement; Exhibit W: Restated Partnership Agreement; Exhibit X: Restated FS LLC Agreement; Sections 4.2.1.1.14, 4.2.1.1.15, 4.2.1.1.16, and 4.2.2.6 (Closing Documents); and Sections 7.l(c) and (d) (Seller’s Representations and Warranties).
i. Addition of Certain Provisions in the Original Agreements. As to the Original Agreements, the following term shall be added to Section 1: “Intangible Property includes without limitation all licenses, plans, specifications, permits and warranties, guaranties, indemnities, and bonds.”
j. Counterparts. This Amendment may be executed and delivered (including by facsimile transmission or portable document format (PDF)) in one or more counterparts, each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement, with the same effect as if the signatures thereto and hereto were upon the same instrument.
k. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of
California.
l. No Modification. Except as modified by this Amendment, all of the terms, covenants, conditions and provisions of the Agreements shall remain and continue unmodified, in full force and effect. From and after the date hereof, the term “this Agreement” shall be deemed to refer to the Original Agreements, as amended by the First Amendments and this Amendment. If and to the extent that any of the provisions of this Amendment conflict or are otherwise inconsistent with any provisions of the Agreements, the provisions of this Amendment shall prevail. This Amendment is adopted by the parties as to all of the Properties for purposes of ease of reference and convenience, and is not intended to modify the fact that each Agreement (for each Property) is to be read as an independent agreement.
m. Amendment. This Amendment cannot be modified in any manner except by a written agreement signed by Seller and Purchasers.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by or on behalf of each of the parties as of the date first written above.
SELLER:
FIRST STATES INVESTORS 3300 B, L.P.
a Delaware limited partnership
Xxxxx X. Xxxxxx,
Chief Financial Officer
[Signature Page to Second Amendment to
Purchase and Sale Agreement]
ORIGINAL PURCHASER:
NATIONAL FINANCIAL REALTY –
WFB EAST COAST, LLC,
a Delaware limited liability company
| |
| By:
| National Financial Realty, Inc.
|
a
California corporation
Its Manager
| |
| By:
| /s/ Xxxxxxx X. Xxxxxxxxx
|
Xxxxxxx X. Xxxxxxxxx,
President
FIRST ASSIGNEE:
NATIONAL FINANCIAL REALTY –
EAST COAST PORTFOLIO I, LLC,
a Delaware limited liability company
By: NFR Master Lease GAP, LLC,
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
| |
| Title:
| Senior Vice President
|
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3314 Dade City, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 1 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 0000 Xxxxxxxx Xxxxxxxx, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 2 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3328 Kings Point, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 3 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3331 New Warrington Road, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 4 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 33333 Okeechobee Turnpike, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 5 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 0000 Xxxxx Xxxx Xxxxx, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 6 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3341 West Hollywood, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 7 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3342 Westward, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 8 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3343 Atlanta Ops Center, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 9 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3345 Columbus Main, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 10 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3348 Pikesville Branch, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 11 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3346 Xxxxxx Main, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 12 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3351 Burlington, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 13 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3353 Goldsboro, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 14 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 0000 Xxxxxx Xxxxxx, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 15 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3357 Mortgage Center, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 16 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3362 West End Center, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 17 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3365 Winston Salem, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 18 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3368 Haddon Township, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 19 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 0000 Xxxx Xxxxxx Office, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 20 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3371 Morristown Office, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 21 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3376 Red Bank Main Office, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 22 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3380 Trenton Brunswick, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 23 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 0000 Xxxxxxxxx Xxxxxx, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 24 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3393 Media Office, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 25 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3401 Plaza, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 26 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3405 West Xxxxxxx Office, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 27 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 0000 Xxxx Xxxxxx, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 28 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3411 Bennettsville Main, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 29 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3413 Charleston 16 Broad, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 30 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3415 Columbia Greystone, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 31 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3420 Amherst South Main, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 32 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3422 Blacksburg, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 33 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3423 Brookneal, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 34 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3425 Christiansburg Main, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 35 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3427 Clintwood, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 36 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 0000 Xxxxxx Xxxxxx Office, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 37 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3433 VA Beach, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 38 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3438 WVOC Four Story, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 39 of 40]
PURCHASER/SECOND ASSIGNEE:
NFR ECP I – 3441 West End Center, LLC,
a Delaware limited liability company
By: National Financial Realty - East Coast Portfolio I,
LLC,
a Delaware limited liability company,
Its Sole Member
| |
| By:
| NFR Master Lease GAP, LLC,
|
a Delaware limited liability company,
Its Managing Member
By: /s/ Xxxxx Xxxxx
Title:Senior Vice President
By: /s/ Xxxxxxx Xxxxx
| |
| Print Name:
| Xxxxxxx Xxxxx
|
| |
| Title:
| Assistant Vice President
|
[Page 40 of 40
EXHIBIT A
PURCHASER ENTITIES FOR EACH PROPERTY
|
| | | | |
|
| Ownership Entity Name
| Xxxxxxxx Xxxxxxx
| Xxxx
| Xxxxx
|
| 0
| XXX ECP I - 3401 Plaza, LLC
| 000 X Xxxxxxxxxxxx Xxxx Xxxx
| Xxxxxxxxxxxx
| XX
|
|
|
|
|
|
|
| 2
| NFR ECP I – 3357 Mortgage Center, LLC
| 0000 Xxxxxxxxx Xxxxxx Xx
| Xxxxxxx
| XX
|
|
|
|
|
|
|
| 3
| NFR ECP I – 3438 WVOC Four Story, LLC
| 0000 Xxxxxxxxxx Xx
| Xxxxxxx
| XX
|
|
|
|
|
|
|
| 4
| NFR ECP I – 3362 West End Center, LLC
| 000 Xxxx 0 0/0 Xx
| Xxxxxxx-Xxxxx
| XX
|
|
|
|
|
|
|
| 5
| NFR ECP I – 3343 Atlanta Ops Center, LLC
| 0000-0000 Xxxxxxx Xxx
| Xxxxxxx
| XX
|
|
|
|
|
|
|
| 6
| NFR ECP I – 3415 Columbia Greystone, LLC
| 000 Xxxxxxxxx Xxxx
| Xxxxxxxx
| XX
|
|
|
|
|
|
|
| 7
| NFR ECP I – 0000 Xxxxxxx Xxxxx, LLC
| 000 Xxxxxx Xx
| Xxxxxxx-Xxxxx
| XX
|
|
|
|
|
|
|
| 8
| NFR ECP I – 3441 West End Center, LLC
| 000 X. 0xx Xxxxxx
| Xxxxxxx Xxxxx
| XX
|
|
|
|
|
|
|
| 9
| NFR ECP I – 0000 Xxxxxx Xxxxxxxx, LLC
| 000 X Xxxxxxxx Xxxxxxxxx
| Xxxxxx Xxxxxxxx
| XX
|
|
|
|
|
|
|
| 10
| NFR ECP I – 0000 Xxxxxxxxx Xxxxxx, LLC
| 000 Xxxxx Xxxxx Xxxxxx
| Xxxxxxxxx
| XX
|
|
|
|
|
|
|
| 11
| NFR ECP I – 3345 Columbus Main, LLC
| 000 00xx Xxxxxx
| Xxxxxxxx
| XX
|
|
|
|
|
|
|
| 12
| NFR ECP I – 3371 Morristown Office, LLC
| 00 Xxxxx Xx
| Xxxxxxxxxx
| XX
|
|
|
|
|
|
|
| 13
| NFR ECP I – 3413 Charleston 16 Broad, LLC
| 00 Xxxxx Xx
| Xxxxxxxxxx
| XX
|
|
|
|
|
|
|
| 14
| NFR ECP I – 0000 Xxxx Xxxxxx Office, LLC
| 00 Xxxx Xx
| Xxxx Xxxxx
| XX
|
|
|
|
|
|
|
| 15
| NFR ECP I – 3346 Dalton Main, LLC
| 000 X Xxxxxxxx Xx
| Xxxxxx
| XX
|
|
|
|
|
|
|
| 16
| NFR ECP I – 3351 Burlington, LLC
| 000 X Xxxx Xx
| Xxxxxxxxxx
| XX
|
|
|
|
|
|
|
| 17
| NFR ECP I – 0000 Xxxx Xxxxxx, LLC
| 00 X Xxxxxx Xx
| Xxxx
| XX
|
|
|
|
|
|
|
| 18
| NFR ECP I – 3353 Goldsboro, LLC
| 000 Xxxx Xxx Xxxxxx
| Xxxxxxxxx
| XX
|
|
|
|
|
|
|
| 19
| NFR ECP I – 3348 Pikesville Branch, LLC
| 0000 Xxxxxxxxxxxx Xx
| Xxxxxxxxx
| MD
|
|
|
|
|
|
|
| 20
| NFR ECP I – 0000 Xxxxx Xxxx Xxxxx, LLC
| 00000 X Xxxxxxxxx Xxx
| Xxxx Xxxxx
| XX
|
|
|
|
|
|
|
| 21
| NFR ECP I – 3376 Red Bank Main Office, LLC
| 000 Xxxxx Xx
| Xxx Xxxx
| XX
|
|
|
|
|
|
|
| 22
| NFR ECP I – 3433 VA Beach, LLC
| 000 Xxxxxxxxxxxx Xxxx
| Xxxxxxxx Xxxxx
| XX
|
|
|
|
|
|
|
| 23
| NFR ECP I – 0000 Xxxxxxxx Xxxxxxxx, LLC
| 000 X Xxxxxxxxx Xxx
| Xxxxxxxx
| XX
|
|
|
|
|
|
|
| 24
| NFR ECP I – 0000 Xxx Xxxxxxxxxx Xxxx, LLC
| 00 Xxx Xxxxxxxxxx Xx
| Xxxxxxxxx
| XX
|
|
| | | | |
|
|
|
|
|
|
| 25
| NFR ECP I – 3333 Okeechobee Turnpike, LLC
| 0000 Xxxxxxxxxx Xxxx
| Xxxx Xxxx Xxxxx
| XX
|
|
|
|
|
|
|
| 26
| NFR ECP I – 3405 West Xxxxxxx Office, LLC
| 0000 Xxxxxxxxx Xxxxxx Xx
| Xxxx Xxxxxxx
| XX
|
|
|
|
|
|
|
| 27
| NFR ECP I – 0000 Xxxxxx Xxxxxx Office, LLC
| 000 X Xxxxxx Xx
| Xxxxxxxxxxxx
| XX
|
|
|
|
|
|
|
| 28
| NFR ECP I – 0000 Xxxxx Xxxxx, LLC
| 0000 X Xxxxxxxx Xxx
| Xxxxxx Xxxxx
| XX
|
|
|
|
|
|
|
| 29
| NFR ECP I – 3427 Clintwood, LLC
| 00 Xxxx Xxxxxx
| Xxxxxxxxx
| XX
|
|
|
|
|
|
|
| 30
| NFR ECP I – 3393 Media Office, LLC
| 000 X Xxxxxxxxx Xxxx
| Media
| PA
|
|
|
|
|
|
|
| 31
| NFR ECP I – 3422 Blacksburg, LLC
| 000 X Xxxx Xx
| Xxxxxxxxxx
| XX
|
|
|
|
|
|
|
| 32
| NFR ECP I – 3314 Dade City, LLC
| 00000 0xx Xx
| Xxxx Xxxx
| XX
|
|
|
|
|
|
|
| 33
| NFR ECP I – 0000 Xxxxxxx Xxxxxxxxx, LLC
| 000 Xxxxxxxxx Xxx
| Xxxxxxx
| XX
|
|
|
|
|
|
|
| 34
| NFR ECP I – 3341 West Hollywood, LLC
| 0000 Xxxxxxxxxx Xx
| Xxxxxxxxx
| XX
|
|
|
|
|
|
|
| 35
| NFR ECP I – 3425 Christiansburg Main, LLC
| 0 X Xxxx Xx
| Xxxxxxxxxxxxxx
| XX
|
|
|
|
|
|
|
| 36
| NFR ECP I – 3342 Westward, LLC
| 0000 Xxxxxxxxxx Xxxx
| Xxxx Xxxx Xxxxx
| XX
|
|
|
|
|
|
|
| 37
| NFR ECP I – 0000 Xxxxxx Xxxxxx, LLC
| 000 Xxxx Xxxxxx Xx
| Xxxxxxxxxx
| XX
|
|
|
|
|
|
|
| 38
| NFR ECP I – 3411 Bennettsville Main, LLC
| 000 Xxxxx Xx
| Xxxxxxxxxxxxx
| XX
|
|
|
|
|
|
|
| 39
| NFR ECP I – 0000 Xxxxxxx Xxxxx Xxxx, LLC
| 000 X Xxx Xx
| Xxxxxxx
| XX
|
|
|
|
|
|
|
| 40
| NFR ECP I – 3423 Brookneal, LLC
| 000 Xxxx Xx
| Xxxxxxxxx
| XX
|
EXHIBIT B
XXXXX FARGO PROPERTIES
|
| | | | | | |
| Count
| Property Name
| Address Line
| City
| State
| Rentable SF
|
| 1.
| 3401 ‐ Plaza
| 000 X Xxxxxxxxxxxx Xxxx Xxxx
| Xxxxxxxxxxxx
| XX
| 481,958
|
| 2.
| 3357 ‐ Mortgage Center
| 0000 Xxxxxxxxx Xxxxxx Xx
| Xxxxxxx
| XX
| 450,393
|
| 3.
| 3438 ‐ WVOC‐Four Story
| 0000 Xxxxxxxxxx Xx
| Xxxxxxx
| XX
| 443,181
|
| 4.
| 3362 ‐ West End Center
| 000 Xxxx 0 0/0 Xx
| Xxxxxxx‐Xxxxx
| XX
| 343,336
|
| 5.
| 3343 ‐ Atlant Ops Cntr
| 3579‐0000 Xxxxxxx Xxx
| Xxxxxxx
| XX
| 335,608
|
| 6.
| 3415 ‐ Columbia Grystn
| 000 Xxxxxxxxx Xxxx
| Xxxxxxxx
| XX
| 240,976
|
| 7.
| 0000 ‐ Xxxxxxx Xxxxx
| 000 Xxxxxx Xx
| Xxxxxxx‐Xxxxx
| XX
| 187,743
|
| 8.
| 3441 ‐ Xxxx Xxx Xxx
| 000 X. 0xx Xxxxxx
| Xxxxxxx Xxxxx
| XX
| 85,455
|
| 9.
| 0000 ‐ Xxxxxx Xxxxxxxx
| 000 X Xxxxxxxx Xxxxxxxxx
| Xxxxxx Xxxxxxxx
| XX
| 75,937
|
| 10.
| 0000 ‐ Xxxxxxxxx Xxxxxx
| 000 Xxxxx Xxxxx Xxxxxx
| Xxxxxxxxx
| XX
| 59,045
|
| 11.
| 3345 ‐ Columbus Main
| 000 00xx Xxxxxx
| Xxxxxxxx
| XX
| 50,759
|
| 12.
| 3371 ‐ Morristown Offc
| 00 Xxxxx Xx
| Xxxxxxxxxx
| XX
| 39,955
|
| 13.
| 3413 ‐ Charlstn 00 Xxx
| 00 Xxxxx Xx
| Xxxxxxxxxx
| XX
| 39,558
|
| 14.
| 3370 ‐ Main Strt Offic
| 00 Xxxx Xx
| Xxxx Xxxxx
| XX
| 35,660
|
| 15.
| 3346 ‐ Dalton Main
| 000 X Xxxxxxxx Xx
| Xxxxxx
| XX
| 33,496
|
| 16.
| 3351 ‐ Burlington
| 000 X Xxxx Xx
| Xxxxxxxxxx
| XX
| 29,688
|
| 17.
| 0000 ‐ Xxxx Xxxxxx
| 00 X Xxxxxx Xx
| Xxxx
| XX
| 27,967
|
| 18.
| 3353 ‐ Goldsboro
| 000 Xxxx Xxx Xxxxxx
| Xxxxxxxxx
| XX
| 27,112
|
| 19.
| 3348 ‐ Pikesvill Brnch
| 0000 Xxxxxxxxxxxx Xx
| Xxxxxxxxx
| XX
| 26,540
|
| 20.
| 3339 ‐ South Fort Myrs
| 00000 X Xxxxxxxxx Xxx
| Xxxx Xxxxx
| XX
| 25,370
|
| 21.
| 3376 ‐ Red Bank Mn Off
| 000 Xxxxx Xx
| Xxx Xxxx
| XX
| 23,856
|
| 22.
| 3433 ‐ VA Beach Pembrk
| 000 Xxxxxxxxxxxx Xxxx
| Xxxxxxxx Xxxxx
| XX
| 22,403
|
| 23.
| 3319 ‐ Downtown Laklnd
| 000 X Xxxxxxxxx Xxx
| Xxxxxxxx
| XX
| 21,479
|
| 24.
| 3333 ‐ Okeechob Trnpke
| 0000 Xxxxxxxxxx Xxxx
| Xxxx Xxxx Xxxxx
| XX
| 20,336
|
| 25.
| 3405 ‐ West Chestr Off
| 0000 Xxxxxxxxx Xxxxxx Xx
| Xxxx Xxxxxxx
| XX
| 19,063
|
| 26.
| 0000 ‐ Xxxxxx Xx Office
| 000 X Xxxxxx Xx
| Xxxxxxxxxxxx
| XX
| 18,869
|
| 27.
| 3427 ‐ Clintwood
| 00 XxXxx Xxxxxx
| Xxxxxxxxx
| XX
| 13,495
|
| 28.
| 3393 ‐ Media Office
| 000 X Xxxxxxxxx Xxxx
| Xxxxx
| XX
| 11,297
|
| 29.
| 3422 ‐ Blacksburg
| 000 X Xxxx Xx
| Xxxxxxxxxx
| XX
| 10,912
|
| 30.
| 3314 ‐ Dade City
| 00000 0xx Xx
| Xxxx Xxxx
| XX
| 10,822
|
| 31.
| 3380 ‐ Trenton‐Brnswck
| 000 Xxxxxxxxx Xxx
| Xxxxxxx
| XX
| 10,529
|
| 32.
| 3341 ‐ West Hollywood
| 0000 Xxxxxxxxxx Xx
| Xxxxxxxxx
| XX
| 10,388
|
| 33.
| 3425 ‐ Christnsburg Mn
| 0 X Xxxx Xx
| Xxxxxxxxxxxxxx
| XX
| 9,644
|
| 34.
| 3342 ‐ Westward
| 0000 Xxxxxxxxxx Xxxx
| Xxxx Xxxx Xxxxx
| XX
| 9,181
|
| 35.
| 0000 ‐ Xxxxxx Xxxxxx
| 000 Xxxx Xxxxxx Xx
| Xxxxxxxxxx
| XX
| 8,633
|
| 36.
| 3411 ‐ Bennettsvll Main
| 000 Xxxxx Xx
| Xxxxxxxxxxxxx
| XX
| 6,527
|
| 37.
| 0000 ‐ Xxxxxxx Xxx Xxxx
| 000 X Xxxx Xx
| Xxxxxxx
| XX
| 6,055
|
| 38.
| 3423 ‐ Brookneal
| 000 Xxxx Xx
| Xxxxxxxxx
| XX
| 5,339
|
| PORTFOLIO TOTAL
| 3,278,565
|
EXHIBIT C
THIRD AMENDMENT TO MASTER AGREEMENT
[See attached]
THIRD AMENDMENT TO MASTER AGREEMENT
This THIRD AMENDMENT TO MASTER AGREEMENT (this “Amendment”), dated as of February _,2013, is among XXXXX FARGO BANK, NATIONAL ASSOCIATION (as successor-in-interest to Wachovia Bank, National Association) (“Xxxxx Fargo”), FIRST STATES INVESTORS 3300B, L.P.(as successor-in-interest to First States Investors 3300, LLC), a Delaware limited partnership (herein called “Assignor Master Landlord”), and NATIONAL FINANCIAL REALTY – EAST COAST PORTFOLIO I, LLC, a Delaware limited liability company (herein called “Assignee Master Landlord”).
RECITALS:
X. Xxxxx Fargo (as Wachovia) and Assignor Master Landlord (as Master Landlord) are parties to a certain Master Agreement Regarding Leases dated as of September 22, 2004 (the “Original Master Agreement”), as heretofore amended pursuant to the documents listed in Schedule A hereto (the Original Master Agreement, as so amended, being herein called the “Existing Master Agreement”).
B. The leases that are currently relevant to the rights and obligations of Xxxxx Fargo and Assignor Master Landlord under the Existing Master Agreement are the following (collectively, the “Leases”): (i) the leases between Assignor Master Landlord, as landlord, and Xxxxx Fargo, as tenant (the “Exhibit) Leases”) that demise space at the properties listed in Exhibit I hereto (the “Exhibit I Properties”), and (ii) the leases between Assignor Master Landlord or a third party landlord, as landlord, and Xxxxx Fargo, as tenant (the “Exhibit II Leases”) that demise space at the properties listed in Exhibit II hereto (the “Exhibit II. Properties”).
C. Pursuant to the Existing Master Agreement, (i) all of the Exhibit I Leases are Integrated Leases, (ii) all of the Exhibit II Leases are Non-Integrated Leases, and (iii) PB Capital Corporation (“PBCC”) which holds security interests in the Exhibit I Properties, is the Designated Portfolio Lender.
D. Assignor Master Landlord is a Wholly-Owned Subsidiary of FSG.
E. Assignor Master Landlord and Assignee Master Landlord intend that Assignor Master Landlord convey the Exhibit I Properties to Assignee Master Landlord or to Wholly Owned Subsidiaries of Assignee Master Landlord.
F. Assignor Master Landlord and Assignee Master Landlord, in connection with the conveyance of the Exhibit I Properties (and notwithstanding the provisions of the Existing Master Agreement), have requested that Xxxxx Fargo agree that, simultaneously with such conveyance, Assignor Master Landlord may assign to Assignee Master Landlord all of its interest as “Master Landlord” under the Existing Master Agreement, subject to the provisions set forth below. Xxxxx Fargo, subject to the terms and provisions of this Amendment, is willing to so agree.
G. Upon the conveyance of Exhibit I Properties to Assignee Master Landlord or to Wholly-Owned Subsidiaries of Assignee Master Landlord, PBCC will no longer be the Designated Portfolio Lender, but shall continue to be the initial first secured priority lender as to all Exhibit I Properties for Assignee Master Landlord or its Wholly-Owned Subsidiaries, as the borrower(s), with such loan as to the Exhibit I Properties being referred to herein as the “AML Portfolio Loan”. PBCC, as the holder of the AML Portfolio Loan (together with any successor holder of the AML Portfolio Loan), is referred to herein as the “AML Portfolio Lender”.
H. By this Amendment, Xxxxx Fargo, Assignor Master Landlord and Assignee Master Landlord desire to set forth the assignment and assumption of the interest of Master Landlord under the Existing Master Agreement and otherwise amend and modify the Existing Master Agreement (the Existing Master Agreement, as assigned, assumed, amended and modified by this Amendment, being called the “Master Agreement”), all subject to, upon, and in accordance with, the terms and conditions hereinafter set forth.
NOW; THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Xxxxx Fargo, Assignor Master Landlord and Assignee Master Landlord hereby agree as follows:
1. Defined Terms. All terms used herein (including in the Recitals), and not otherwise defined herein, shall have the meanings ascribed thereto in the Existing Master Agreement (including those incorporated therein from the Leases pursuant to Section 1 of the Original Master Agreement).
2. Representations and Warranties. Assignor Master Landlord and Assignee Master Landlord hereby represent and warrant to Xxxxx Fargo that, as of the date hereof:
(a) Assignor Master Landlord has irrevocably conveyed all of the Exhibit I Properties to Assignee Master Landlord or other entities that are Wholly-Owned Subsidiaries of Assignee Master Landlord (such that Assignee Master Landlord (or a Wholly-Owned Subsidiary thereof), is now the sole owner of the Landlord’s Estate under each of the Exhibit I Leases).
(b) The only two members of Assignee Master Landlord are NFR Master Lease GAP, LLC (“GAP”) and National Financial Realty - WFB East Coast, LLC (“NFR – WFB East Coast”). Oaktree Real Estate Opportunities Fund VI, L.P. (“GAP Parent”) wholly owns (directly or indirectly) all the membership interests in GAP. National Financial Realty Inc. (“NFR Parent”) is in control of, and is the sole manager of, NFR - WFB East Coast. For purposes of this Section 2(b), and Section 7.4 hereof, a person or entity shall be deemed in “control” of another person or entity only if the such first person or entity possesses, directly or indirectly, the power to direct the operations, management and policies of such other person or entity.
(c) There is no Designated Portfolio Lender or Designated Mezzanine Lender.
3. Assignment and Assumption. Assignor Master Landlord hereby transfers, assigns and sets over unto Assignee Master Landlord all of Assignor’s right, title and interest in and to the Existing Master Agreement. For the benefit of Xxxxx Fargo, Assignee Master Landlord
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hereby accepts the foregoing assignment, and assumes all of Assignor Master Landlord’s obligations and liabilities under the Master Agreement accruing from and after the date hereof. In that regard, and without limiting the generality of the foregoing, all references in the Master Agreement to the “Master Landlord” shall be deemed a reference to Assignee Master Landlord. For the avoidance of doubt, it is acknowledged that, by virtue of the foregoing, Assignor Master Landlord has no further right, title or interest in and to the Existing Master Agreement as “Master Landlord” (whether accruing before or after the date hereof, the same being fully assigned to Assignee Master Landlord), but Assignor Master Landlord shall remain responsible for the obligations and liabilities of Master Landlord accruing prior to the date hereof (as those have not been assumed by Master Landlord).
4. Exhibit I Leases become Non-Integrated Leases. Effective as of the date hereof, all Exhibit I Leases are hereby made, and shall become,Non-Integrated Leases. Accordingly as of the date hereof, all of the Leases are, and shall remain, Non-Integrated Leases (and, consistent therewith, the defined term “Non-Integrated Lease” set forth in Section 1 of the Original Master Agreement shall, effective as of the date hereof, be redefined to mean any Lease).
5. DP Excess Termination Rights Payments.
5.1 For purposes of this Section 5, the following terms shall have the following. meanings:
"Designated Payee" shall mean PBCC, or its permitted successor, as an assignee of the DP Payment Right consistent with this Section 5; it being understood (i) that there may only be one Designated Payee at anyone time, and (ii) that the DP Payment Right may not be assigned or otherwise transferred other than pursuant to an assignment expressly permitted under the provisions of this Section 5.
"DP Direction Notice" shall mean a notice from the then Designated Payee, addressed to Xxxxx Fargo and Assignee Master Landlord, setting forth (i) the Designated Payee’s address for notices, (ii) an account to which the Designated Payee directs that any DP Excess Termination Rights Payments be made and (iii) the Designated Payee’s tax identification number. Xxxxx Fargo is hereby unconditionally authorized to act in accordance with the most recent DP Direction Notice.
"DP Excess Termination Rights Payments" shall mean the Excess Termination Rights Payments (if any) due and payable under the provisions of Section 3.4 of the Master Agreement by reason of the termination of a Lease affecting a DP Property. All references herein to a termination of a Lease may include a termination in whole or in part of such Lease,
"DP Permitted Assignment Notice" shall mean a notice from the then Designated Payee, addressed to Xxxxx Fargo and Assignee Master Landlord, indicating that the Designated Payee has assigned the DP Payment Right pursuant to an assignment permitted under the provisions of this Section 5, which notice shall (i) include the signature of the assignee of the DP Payment Right (as the new Designated Payee), and (ii) be accompanied by (x) a true and complete copy of the instrument effecting such assignment (executed by both then Designated Payee, as assignor, and the new Designated Payee, as assignee, in which such assignee expressly
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agrees to be bound by this Section 5), and (y) an instrument signed by an officer of each of the then Designated Payee and the new Designated Payee confirming to Xxxxx Fargo that the assignment qualifies as a permitted assignment of the DP Payment Right under this Section 5.
"DP Property" shall mean each of the Exhibit I Properties, excluding however, any Exhibit I Property which.pursuant to this Section 5, has been converted from a DP Property into a Non-DP Property.
"Non-DP Property" shall mean (i) each of the Exhibit II Properties, plus (ii) any Exhibit I Property that, pursuant to this Section 5, has been converted from a DP Property into a Non-DP Property.
5.2. Assignee Master Landlord hereby irrevocably and unconditionally assigns to the Designated Payee the singular right to receive the DP Excess Termination Rights Payments, if, and to the extent that, any such payments hereafter become due and payable under the Master Agreement (such right being herein called the "DP Payment Right"). Such assignment is being made in connection with the AML Portfolio Loan, but is in no way contingent upon the existence or status of AML Portfolio Loan or any other matter relating to the AML Portfolio Loan. Xxxxx Fargo hereby consents to this assignment. Concurrently with the, execution of this Amendment, PBCC (as the initial Designated Payee) has delivered to Xxxxx Fargo an initial DP Direction Notice, a copy of which is attached as Exhibit III hereto. The then Designated Payee may hereafter, from time to time, deliver one or more substitute DP Direction Notices.
5.3. Except as expressly set forth in this Section 5, the holding of the DP Payment Right shall not be deemed to entitle the Designated Payee to any rights under the Master Agreement, and shall not, except as to this Section 5, make it a party to the Master Agreement for any purpose. Without limiting the foregoing, except as set forth in Section 5.6(B) hereof, the Designated Payee shall have no right to participate in, or otherwise respect to, any determinations or computations contemplated by (or arising out of the implementation of) the Master Agreement (including determinations and computations under Sections 3 and 5 of the Master Agreement, including those affecting, or otherwise related to, the amount, and any application of, any Available Termination Rights, and those affecting or otherwise related, directly or indirectly, to the existence or amount of any Excess Termination Rights Payments, including any DP Excess Termination Rights Payments), all of which shall be made solely by Xxxxx Fargo and the Assignee Master Landlord and all of which bind the Designated Payee. For avoidance of doubt, except as set forth in Section 5.6(B) hereof, the DP Payment Right only entitles the Designated Payee to receive the DP Excess Termination Rights Payments after a final determination of the amount thereof has been made between Xxxxx Fargo and Assignee Master . Landlord. Xxxxx Fargo and Assignee Master Landlord agree to act in good faith in determining the existence or amount of any DP Excess Termination Rights Payments.
5.4 The DP Payment Right may not be assigned by the Designated Payee, except as expressly provided below in this Sections 5.4:
5.4.1 If the Designated Payee is the AML Portfolio Lender, then such Designated Payee shall have the right to assign the DP Payment Right in connection with a sale or other transfer of its interest in the AML Portfolio Loan to the purchaser or other transferee
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(i.e., the new AML Portfolio Lender), provided that. such assignment shall not be effective until, (x) the assignor Designated Payee delivers a DP Permitted Assignment Notice and (y) the assignee Designated Payee delivers a DP Direction Notice.
5.4.2 If the Designated Payee is the AML Portfolio Lender, then, in the event that the AML Portfolio Lender accelerates the AML Portfolio Loan or the AML Portfolio Loan otherwise has matured and has not been repaid in accordance with its terms, the AML Portfolio Lender shall have the right to assign the DP Payment Right in connection with a foreclosure, deed-in-lieu of foreclosure or similar conveyance to a trustee, servicer, depositary or other similar agent for the benefit of the purchasers of the DP Properties or their lenders pursuant to a foreclosure, deed-in-lieu of foreclosure or similar conveyance (a “Third Party Designee”), which Third Party Designee shall be obligated to distribute any DP Excess Termination Rights Payments it may receive to one or more of such purchasers pursuant to the terms of a separate agreement pursuant to which such Third Party Designee acts in its designated capacity, provided that, and such assignment shall not be effective until, (x) the assignor Designated Payee delivers a DP Permitted Assignment Notice and (y) the assignee Designated Payee delivers a DP Direction Notice. For the avoidance of ambiguity, Xxxxx Fargo shall have no obligation with respect to any DP Excess Termination Rights Payments other than to make the payment thereof to the Third Party Designee.
5.4.3 Without limiting Section 5.4.2 hereof; if the Designated Payee is the AML Portfolio Lender, then, in the event that the AML Portfolio Lender accelerates the AML Portfolio Loan or the AML Portfolio Loan otherwise has matured and has not been repaid in accordance with its terms, the AML Portfolio Lender shall have the right to assign the DP Payment Right in connection with a foreclosure, deed-in-lieu of foreclosure or similar conveyance to, if applicable, either (i) any person (such a person, a “Majority Purchaser”) that, together with its Wholly Owned Subsidiaries, becomes the owner of the majority of the then DP Properties (the “Majority Properties”), or (ii) an institutional lender providing financing to a Majority Purchaser for the purchase of the Majority Properties (a “Majority Lender”), provided that, and such assignment shall not be effective until, (x) the assignor Designated Payee delivers a DP Permitted Assignment Notice and (y) the assignee Designated Payee delivers a DP Direction Notice Upon Sl10h assignment, all DP Properties that are not Majority Properties shall be automatically converted to Non-DP Properties (and thereafter any Excess Termination Rights Payments with respect to the termination of any Leases affecting such properties shall be made by Xxxxx Fargo to Assignee Master Landlord).
5.4.4 If the Designated Payee is a Majority Lender.the Majority Lender shall have the same rights with respect to the Majority Properties as the AML Portfolio Lender has under this Section 5 with respect to the DP Properties.
5.5 Assignee Master Landlord and the Designated Payee shall have the right (but not any obligation), at any time and in their sole discretion, by joint written instructions to Xxxxx Fargo, to elect to convert a DP Property into a Non-DP Property (and, accordingly, thereafter any Excess Termination Rights Payments with respect to a termination of the Lease affecting such property shall be made by Xxxxx Fargo to Assignee Master Landlord). After such election by Assignee Master Landlord and the Designated Payee, no party shall have the right to elect to subsequently convert such property back into a DP Property.
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5.6 (A) The DP Excess Termination Rights Payments shall be the property of and belong solely to the Designated Payee, In amplification of the foregoing, Assignee Master Landlord shall have no rights in and to the DP Excess Termination Rights Payments and if, and to the extent that, Assignee Master Landlord shall receive any DP Excess Termination Rights Payments, Assignee Master Landlord shall be deemed to have received such payments in trust for the benefit of the Designated Payee, and shall forthwith pay such sums to the Designated Payee in accordance with the then current DP Direction Notice. Nothing contained of this Section 5.6(A) shall be deemed to abrogate or diminish the provisions of Section 5.3 hereof (including any rights of Xxxxx Fargo and Assignee Master Landlord referenced therein) in any manner.
(B) If (i) Xxxxx Fargo and Assignee Master Landlord are unable to reach a final determination as to the existence or amount of any DP Excess Termination Rights Payments (as contemplated in the Existing Master Agreement and referenced of Section 5.3 hereof), resulting of a bona fide good faith dispute(s) between Xxxxx Fargo and Assignee Master Landlord with respect to the same, and (ii) Xxxxx Fargo avails itself of its rights under Section 3.5 of the Master Agreement to pay the disputed DP Excess Termination Rights Payment to a Depositary, then, at any time thereafter and prior to a settlement being reached between Xxxxx Fargo and Assignee Master Landlord, the Designated Payee shall have the right, by notice to both Xxxxx Fargo and the Assignee Master Landlord, to take over the position of Assignee Master Landlord with respect to such dispute and such monies being held in escrow by the Depositary, whereupon the Designated Payee shall be deemed irrevocably and unconditionally assigned, on an exclusive basis, all of the rights and remedies of the Assignee Master Landlord with respect to both such dispute and such monies being held in escrow, such that Xxxxx Fargo and the Designated Payee may deal solely with each other as to both such dispute and the disposition of such monies, and any such settlement(s) shall be conclusive and binding upon the Assignee Master Landlord. Assignee Master Landlord hereby irrevocably authorizes Xxxxx Fargo to act in accordance with any notice sent by a Designated Payee under this Section 5.6(B) and waives any claim against Xxxxx Fargo or such Designated Payee based thereon.
5.7 Xxxxx Fargo and Assignee Master Landlord shall not, without the consent of the Designated Payee, enter into any amendment or modification to the Master Agreement (or other agreement, understanding or arrangement with respect to the Master Agreement) which would diminish or limit in any respect the DP Payment Right; provided, however, that the foregoing shall not be deemed to limit, in any respect, the rights of Xxxxx Fargo and Assignee Master Landlord (without any need to obtain the consent of the Designated Payee) to determine the existence or amount of any DP Excess Termination Rights Payments (as contemplated in the Existing Master Agreement and in accordance with Section 5.3 hereof).
5.8 A copy of any notice delivered by Xxxxx Fargo or the Assignee Master Landlord pursuant to Sections 4 or 5 of the Master Agreement shall be simultaneously delivered to the Designated Payee; but the same shall be for information only and shall not vest any further rights in the Designated Payee beyond the DP Payment Right subject to the provisions of this Section5.
5.9 (A) Xxxxx Fargo is hereby unconditionally authorized to act in accordance with any notice delivered by the Designated Payee purporting to be a DP Permitted Assignment
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Notice or a DP Direction Notice; provided,however, that Xxxxx Fargo shall have the right (though not the obligation), at any time, to request, by notice to the Designated Payee, (i) in the case of notice purporting to be a DP Permitted Assignment Notice, such additional information to confirm that the assignment which is the subject of such notice is, in fact, a permitted assignment of the DP Payment Right under this Section 5, and, in which event, and so long as the request for.such additional information is reasonable, the then Designated Payee and the new Designated Payee shall promptly provide such additional information to Xxxxx Fargo, or, if not readily available, use all commercially reasonable efforts to do so, and (ii) in the case of notice . purporting to be a DP Direction Notice, a confirmatory notice from the Designated Payee that confirms that the-same is, in fact, the most recent DP Direction Notice. Notwithstanding the foregoing, any DP Permitted Assignment Notice or DP Direction Notice (so long as the same qualify as such hereunder) delivered to Xxxxx Fargo shall be deemed effective upon its delivery to Xxxxx Fargo and shall not be otherwise deemed ineffective by reason of any request made by Xxxxx Fargo pursuant to the proviso of the proceeding sentence.
(B) Xxxxx Fargo, upon request of the Designated Payee, shall promptly acknowledge the receipt of any notice purporting to be a DP Permitted Assignment Notice or a DP Direction Notice. Notwithstanding the foregoing, (i) Xxxxx Fargo’s acknowledgment of such receipt shall not cause any such notice which is not a qualifying DP Permitted Assignment Notice or DP Direction Notice to become a qualifying DP Permitted Assignment Notice or DP Direction Notice, and (ii) Xxxxx Fargo’s failure to acknowledge such receipt shall not cause any such notice which is a qualifying DP Permitted Assignment Notice or DP Direction Notice to not be a qualifying DP Permitted Assignment Notice or DP Direction Notice.
5.10 Notwithstanding anything to the contrary set forth in this Amendment, (a) in no event shall there be more than a single Designated Payee at anyone time, and (b) Excess Termination Right Payments relating to the termination of any Leases affecting Non-DP Properties shall be payable to the Assignee Master Landlord pursuant to the Master Agreement.
6. Deletion of Certain Provisions.
6.1 The following defined terms in Section 1 of the Original Master Agreement (and references thereto in balance of the Existing Master Agreement) are no longer applicable from and after the date hereof, and thus, effective as of the date hereof, are hereby deleted from the Master Agreement: “Acceleration Rescission Notice”; “Designated Portfolio Lender”; “Designated Mezzanine Lender”; “DML Designation Notice”; “DML Nominee”;“DML Transferee”; “DML Substitution Notice”; “DPL Acceleration Notice”; “DPL Nominee”; “DPL Substitution Notice”: “Enforcement Completion Date” ; “Integrated Lease”; “Integrated Wachovia Lease”; “Mezzanine Lender”; “Mezzanine Loan”; “Non-Integration Event”; “Portfolio Lender”; “Portfolio Loan”; “Section 2 Lease”; “Third Party Purchaser”; and “Third Party Transfer Event”.
6.2· The following Sections of the Original Master Agreement are no longer executory and/or otherwise applicable from and after the date hereof, and thus, as of the date hereof, are hereby deleted from the Master Agreement: Section 2; Section 6; Section 7; Section 8;.Section 10; Section 11; Section 12 (replaced by Section 7 hereof); Section 13; Section 14; and Section 18 (replaced by Section8 hereof).
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7. Parties to Master Agreement. Effective as of the date hereof, the Master Agreement shall be an agreement solely between Xxxxx Fargo (as “Wachovia” under the Master Agreement (in Xxxxx Fargo’s capacity as successor-in-interest to same)), Assignee Master Landlord (as Master Landlord) and, with respect to Section 5 oft his Amendment, the Designated Payee, with no other person having any right or interest in or under the Master Agreement, subject to the provisions of this Section 7. In that regard, it is agreed as follows:
7.1 The Master Agreement shall be binding upon, and be for the benefit of, Xxxxx Fargo (as the person currently constituting Wachovia under the Master Agreement) and any of its permitted successor(s) pursuant to the automatic assignment described below. Except for such automatic assignment, Xxxxx Fargo shall have no right to assign its interest in the Master Agreement. Xxxxx Fargo covenants not to.purport to make any such assignment (other than such automatic assignment); and, in any event, such a purported assignment shall be null and void. Notwithstanding anything to the contrary contained herein, if there shall hereafter occur any change in the person constituting Wachovia under the Master Agreement (whether the change is from Xxxxx Fargo or a permitted successor), the interest of Xxxxx Fargo in the Master Agreement (inclusive of all rights and obligations thereunder) shall automatically (and without any act being required by any party) be deemed assigned to, and assumed by, the person becoming Wachovia; it being agreed, however, that, without in any way limiting the foregoing, (i) the person becoming Wachovia shall promptly notify Master Landlord thereof (and shall, upon request made by Master Landlord, confirm such assignment and assumption by written instrument), and (ii) Xxxxx Fargo shall not be released of its obligations under this Master Agreement as a result of such events ..
7.2 The Master Agreement shall be binding upon, and be for the benefit of, Assignee Master Landlord. Assignee Master Landlord shall have absolutely no right to assign its interest in the Master Agreement (beyond the assignment of the DP Payment Right pursuant to Section 5 hereof). Assignee Master Landlord covenants not to purport to make any such assignment; and, in any event, such a purported assignment shall be null and void.
7.3 Nothing contained in the foregoing provisions of this Section 7, or any other provisions of the Master Agreement shall be deemed as precluding Assignee Master . Landlord (without the need to obtain any consent from Xxxxx Fargo, and without the same constituting a breach or default under the Master Agreement) from entering into an agreement whereby Assignee Master Landlord agrees to pay Assignor Master Landlord, or any owner of a Non-DP Property, any Excess Termination Rights Payments (other than any DP Excess. Termination Rights Payments) received (or to be received) by Assignee Master Landlord, so long as the same does not purport to assign any interest of Assignee Master Landlord under the Master Agreement (each, a “Permitted Third Party Payment Agreement”). No Permitted Third Party Payment Agreement shall bind, or need be recognized by, Xxxxx Fargo.
7.4 Assignee Master Landlord further covenants that it shall remain wholly owned, directly or indirectly, by (i) the GAP Parent, (ii) the NFR Parent, and/or (iii) a person or entity that the NFR Parent is both (x) in control of, and (y) the sole manager of; except as may result from a transfer or other conveyance of all or a portion of the membership interests in Assignee Master Landlord (or in any person having a direct or indirect ownership in such Assignee Master Landlord) effected pursuant to a court proceeding (pursuant to federal
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bankruptcy law, or any similar federal or state law) involving the bankruptcy, insolvency or reorganization of NFR - WFB East Coast or GAP.
8. Direction of Excess Termination Rights Payment. If.with respect to its exercise of any Wachovia Termination Rights, Xxxxx Fargo shall be required to make any Excess Termination Rights Payment to Assignee Master Landlord pursuant to Section 3.4 of the Master Agreement (other than any DP Excess Termination Rights Payment), then Assignee Master Landlord shall have the right to direct that such Excess Termination Rights Payment be made to a designee (which may be any person), provided, that (i) such right may be exercised only-by a written direction notice to Xxxxx Fargo which is given after a final determination of the amount of such Excess Termination Rights Payment has been made between Xxxxx Fargo and Assignee Master Landlord, and (ii) such direction notice shall set forth the name, address, employer identification number and wiring instructions of such designee. Such direction shall not constitute an assignment to such assignee of any rights or interest under the Master Agreement (or otherwise be characterized in a manner inconsistent with the provisions of Section 7 hereof).
9. Notices. Any notice or other communications required or permitted to be given under the Master Agreement (each, a “notice”) must be in writing and shall be sent (i) by certified United States Mail, return receipt requested, (ii) by Federal Express or other nationally recognized overnight courier service, or (iii) by personal delivery, and as follows: (a) any notice sent by Xxxxx Fargo shall be sent to Assignee Master Landlord, at its notice address(es) set forth below; and (b) any notice sent by Assignee Master Landlord shall be sent to Xxxxx Fargo, at its notice address(es) set forth below.
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| Assignee Master
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| National Fiancail Realty –
East Coast Portfolio I, LLC
c/0 National Financial Realty, Inc.
00000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx
E-mail: xxxxxxxxxx@xxxxxxxxxx.xxx
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| Xxxx Xxxxxxxx, LLP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
E-mail: xxxxxxxxxxxxx@xxxxxxxx.xxx
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| Grand Avenue Partners, LLC
c/o Oaktree Capital Management, L.P.
000 Xx. Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
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| Xxxxxx, Xxxx & Xxxxxxxx LLP
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
E-mail: xxxxxx@xxxxxxxxxx.xxx
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| Xxxxx Fargo's Notice
address(es):
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| Xxxxx Fargo Corporate Properties Group
Attention: Lease Administration
MAC: D1116-L10
0000 Xxxx X.X. Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
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| Xxxxx Fargo Corporate Properties Group
Attention: Xxx Xxxxxxx
MAC: Y1375-097
0 Xxxxx Xxxxx Xx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
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| Xxxxx Fargo Corporate Properties Group
Attention: Xxxx Xxxxxxxxxx
0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
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Any notice shall be deemed given upon receipt or refusal thereof. Each of Assignee Master Landlord and Xxxxx Fargo shall have the right to change its notice addressees) (by addition and/or subtraction).by giving the notice thereof in accordance with the provisions of this Section 9; provided that (x) such notice of any such change shall become effective only upon such notice being deemed given hereunder, and (y) neither Assignee Master Landlord Of Xxxxx Fargo may designate more than five (5) notice addressees), in total, as its notice addressees). Any notice sent , by either party pursuant to this Section 9 with respect to one or more Lease Properties shall set forth the address of each of such Lease Properties.
10. Miscellaneous.
10.1 This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, except as otherwise provided in Section 19 of the Original Master Agreement.
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10.2 References in the Existing Master Agreement to “this Agreement” or words of similar import shall be deemed to mean the Existing Master Agreement, as amended by this Amendment.
10.3 This Amendment constitutes the entire agreement between the parties hereto relating to the subject matter hereof, supersedes all oral statements and prior writings related thereto and may not be amended, waived or canceled, except by an agreement in writing signed by the parties hereto or their respective successors in interest.
10.4 Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Existing Master Agreement shall remain unmodified and continue in full force and effect and, as amended hereby,all of the terms, covenants, provisions and conditions of the Existing Master Agreement are hereby ratified and confirmed in all respects.
10.5 This Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors in interest and permitted assigns.
10.6 This Amendment may be executed in several counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
[Remainder of Page Intentionally Blank; Signatures to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.
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| XXXXX FARGO:
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| XXXXX FARGO BANK, NATIONAL
ASSOCIATION
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| ASSIGNOR
MASTER LANDLORD:
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| FIRST STATES INVESTORS 3300B, L.P.
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| Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
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| ASSIGNEE
MASTER LANDLORD:
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| NATIONAL FINANCIAL REALTY –
EAST COAST PORTFOLIO I, LLC
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The undersigned joins in tills Amendment to evidence its agreement to the provisions set forth in Section 5 hereof. In addition, the undersigned confirms to Xxxxx Fargo that, as of the date hereof, the statements in Recital G of this Amendment, regarding (i) PBCC no longer being the Designated Portfolio Lender upon the conveyance of the Exhibit I Properties as described therein and (ii) PBCC being the initial first secured priority lender as to all Exhibit I Properties for Assignee Master .Landlord or its Wholly-Owned Subsidiaries, as the borrower(s), are true and correct.
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| AML PORTFOLIO LENDER:
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| PB CAPITAL CORPORATION, as agent for certain
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Indemnity:
The undersigned hereby agrees to indemnify and hold harmless Xxxxx Fargo from and against (i) any breach of any representation or warranty made pursuant to Section 2(b) hereof,and or (ii) any default by Assignee Master Landlord under the provisions of Section 7.2 or Section 7.4 hereof; provided, however, that notwithstanding the foregoing (i) only GAP shall have any liability or obligation with respect to any breach of any representation or warranty made pursuant to the second sentence of Section 2(b) hereof, and (ii) only NFR - WFB East Coast shall have any liability or obligation with respect to any breach of any representation .or warranty made pursuant to the third sentence of Section 2(b).
NFR MASTER LEASE GAP, LLC,
a Delaware limited liability company
| |
| By:
| ______________________
|
Name:
Title:
NATIONAL FINANCIAL REALTY – WFB EAST COAST, LLC,
a Delaware limited liability company
| |
| By:
| ______________________
|
Name:
Title:
EXHIBIT I
EXHIBIT I PROPERTIES
See Attached
|
| | | | | | |
| Count
| Property Name
| Address Line
| City
| State
| Rentable SF
|
| 1.
| 3401 ‐ Plaza
| 000 X Xxxxxxxxxxxx Xxxx Xxxx
| Xxxxxxxxxxxx
| XX
| 481,958
|
| 2.
| 3357 ‐ Mortgage Center
| 0000 Xxxxxxxxx Xxxxxx Xx
| Xxxxxxx
| XX
| 450,393
|
| 3.
| 3438 ‐ WVOC‐Four Story
| 0000 Xxxxxxxxxx Xx
| Xxxxxxx
| XX
| 443,181
|
| 4.
| 3362 ‐ West End Center
| 000 Xxxx 0 0/0 Xx
| Xxxxxxx‐Xxxxx
| XX
| 343,336
|
| 5.
| 3343 ‐ Atlant Ops Cntr
| 3579‐0000 Xxxxxxx Xxx
| Xxxxxxx
| XX
| 335,608
|
| 6.
| 3415 ‐ Columbia Grystn
| 000 Xxxxxxxxx Xxxx
| Xxxxxxxx
| XX
| 240,976
|
| 7.
| 0000 ‐ Xxxxxxx Xxxxx
| 000 Xxxxxx Xx
| Xxxxxxx‐Xxxxx
| XX
| 187,743
|
| 8.
| 3441 ‐ Xxxx Xxx Xxx
| 000 X. 0xx Xxxxxx
| Xxxxxxx Xxxxx
| XX
| 85,455
|
| 9.
| 0000 ‐ Xxxxxx Xxxxxxxx
| 000 X Xxxxxxxx Xxxxxxxxx
| Xxxxxx Xxxxxxxx
| XX
| 75,937
|
| 10.
| 0000 ‐ Xxxxxxxxx Xxxxxx
| 000 Xxxxx Xxxxx Xxxxxx
| Xxxxxxxxx
| XX
| 59,045
|
| 11.
| 3345 ‐ Columbus Main
| 000 00xx Xxxxxx
| Xxxxxxxx
| XX
| 50,759
|
| 12.
| 3371 ‐ Morristown Offc
| 00 Xxxxx Xx
| Xxxxxxxxxx
| XX
| 39,955
|
| 13.
| 3413 ‐ Charlstn 00 Xxx
| 00 Xxxxx Xx
| Xxxxxxxxxx
| XX
| 39,558
|
| 14.
| 3370 ‐ Main Strt Offic
| 00 Xxxx Xx
| Xxxx Xxxxx
| XX
| 35,660
|
| 15.
| 3346 ‐ Dalton Main
| 000 X Xxxxxxxx Xx
| Xxxxxx
| XX
| 33,496
|
| 16.
| 3351 ‐ Burlington
| 000 X Xxxx Xx
| Xxxxxxxxxx
| XX
| 29,688
|
| 17.
| 0000 ‐ Xxxx Xxxxxx
| 00 X Xxxxxx Xx
| Xxxx
| XX
| 27,967
|
| 18.
| 3353 ‐ Goldsboro
| 000 Xxxx Xxx Xxxxxx
| Xxxxxxxxx
| XX
| 27,112
|
| 19.
| 3348 ‐ Pikesvill Brnch
| 0000 Xxxxxxxxxxxx Xx
| Xxxxxxxxx
| XX
| 26,540
|
| 20.
| 3339 ‐ South Fort Myrs
| 00000 X Xxxxxxxxx Xxx
| Xxxx Xxxxx
| XX
| 25,370
|
| 21.
| 3376 ‐ Red Bank Mn Off
| 000 Xxxxx Xx
| Xxx Xxxx
| XX
| 23,856
|
| 22.
| 3433 ‐ VA Beach Pembrk
| 000 Xxxxxxxxxxxx Xxxx
| Xxxxxxxx Xxxxx
| XX
| 22,403
|
| 23.
| 3319 ‐ Downtown Laklnd
| 000 X Xxxxxxxxx Xxx
| Xxxxxxxx
| XX
| 21,479
|
| 24.
| 3333 ‐ Okeechob Trnpke
| 0000 Xxxxxxxxxx Xxxx
| Xxxx Xxxx Xxxxx
| XX
| 20,336
|
| 25.
| 3405 ‐ West Chestr Off
| 0000 Xxxxxxxxx Xxxxxx Xx
| Xxxx Xxxxxxx
| XX
| 19,063
|
| 26.
| 0000 ‐ Xxxxxx Xx Office
| 000 X Xxxxxx Xx
| Xxxxxxxxxxxx
| XX
| 18,869
|
| 27.
| 3427 ‐ Clintwood
| 00 XxXxx Xxxxxx
| Xxxxxxxxx
| XX
| 13,495
|
| 28.
| 3393 ‐ Media Office
| 000 X Xxxxxxxxx Xxxx
| Xxxxx
| XX
| 11,297
|
| 29.
| 3422 ‐ Blacksburg
| 000 X Xxxx Xx
| Xxxxxxxxxx
| XX
| 10,912
|
| 30.
| 3314 ‐ Dade City
| 00000 0xx Xx
| Xxxx Xxxx
| XX
| 10,822
|
| 31.
| 3380 ‐ Trenton‐Brnswck
| 000 Xxxxxxxxx Xxx
| Xxxxxxx
| XX
| 10,529
|
| 32.
| 3341 ‐ West Hollywood
| 0000 Xxxxxxxxxx Xx
| Xxxxxxxxx
| XX
| 10,388
|
| 33.
| 3425 ‐ Christnsburg Mn
| 0 X Xxxx Xx
| Xxxxxxxxxxxxxx
| XX
| 9,644
|
| 34.
| 3342 ‐ Westward
| 0000 Xxxxxxxxxx Xxxx
| Xxxx Xxxx Xxxxx
| XX
| 9,181
|
| 35.
| 0000 ‐ Xxxxxx Xxxxxx
| 000 Xxxx Xxxxxx Xx
| Xxxxxxxxxx
| XX
| 8,633
|
| 36.
| 3411 ‐ Bennettsvll Main
| 000 Xxxxx Xx
| Xxxxxxxxxxxxx
| XX
| 6,527
|
| 37.
| 0000 ‐ Xxxxxxx Xxx Xxxx
| 000 X Xxxx Xx
| Xxxxxxx
| XX
| 6,055
|
| 38.
| 3423 ‐ Brookneal
| 000 Xxxx Xx
| Xxxxxxxxx
| XX
| 5,339
|
EXHIBIT II
EXHIBIT II PROPERTIES
See Attached
EXHIBIT III
INITIAL DP DIRECTION NOTICE
See Attached
PB CAPITAL CORPORATION
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
________________, 2013
Those parties listed on
Schedule 1 attached hereto
Dear Sir or Madam:
Reference is hereby made to the certain Third Amendment to Master Agreement dated as of the date hereof by and among Xxxxx Fargo Bank, N.A., a national association, First States Investors 3300B, L.P., a Delaware limited liability company (the "Amendment"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Amendment.
Pursuant to Section 5.2 of the Amendment, this letter is the initial DP Direction Notice
and shall serve as a notice that PB Capital Correspondence, a Delaware corporation ("PBCC"), is the initial Designated Payee. The federal tax identification number of PBCC is: 00-0000000.
Set forth below are the addresses to which notices sent to PBCC pursuant to the terms of the Amendment shall be sent:
PB Capital Corporation
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Real Estate Portfolio Management
with a copy similarly delivered to:
PB Capital Corporation
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Berit Block, Esq.
and to:
Xxxx Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
Set forth below is the account information for the account to which any DP Excess Termination Rights Payments sent to PBCC pursuant to the terms of the Amendment shall be sent:
Bank Name: Xxxxx Fargo, N.A.
ABA No.: [_________]
Account Number: [_________]
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
|
| | | |
|
|
|
| Very truly yours,
|
|
|
|
|
|
|
|
|
| PB CAPITAL CORPORATION, a
Delaware corporation, as agent for Lenders
|
|
|
|
|
|
|
|
| By:
|
|
|
|
|
| Name:
Title:
|
|
|
|
|
|
|
|
| By:
|
|
|
|
|
| Name:
Title:
|
Schedule 1
Addressees
|
| | |
| National Financial Realty –
East Coast Portfolio I, LLC
c/o National Financial Realty, Inc.
00000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx
|
| Xxxxx Fargo Corporate Properties Group
Attention: Lease Administration
MAC: D1116-L10
0000 Xxxx X.X. Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
|
|
|
|
|
| Xxxx Xxxxxxxx, LLP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
|
| Xxxxx Fargo Corporate Properties Group
Attention: Xxx Xxxxxxx
MAC: Y1375-097
0 xxxxx Xxxxx Xx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
|
|
|
|
|
| Grand Avenue Partners, LLC
c/o Oaktree Capital Management, L.P.
000 Xx. Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
|
| Xxxxx Fargo Corporate Properties Group
Attention: Xxxx Xxxxxxxxxx
0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
|
|
|
|
|
| Xxxxxx, Xxxx & Xxxxxxxx LLP
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
|
|
|
EXHIBIT D
AGREEMENT REGARDING PAYMENT OF EXCESS TERMINATION PAYMENTS
[See attached]
AGREEMENT REGARDING PAYMENT OF EXCESS TERMINATION PAYMENTS
This AGREEMENT REGARDING PAYMENT OF EXCESS TERMINATION PAYMENTS (this “Agreement’) is made and entered into as of the __th day of March, 2013 by and among NATIONAL FINANCIAL REALTY – EAST COAST PORTFOLIO I, LLC, a Delaware limited liability company (“Original Purchaser”) and FIRST STATES INVESTORS 3300 B, L.P., a Delaware limited partnership (“Seller”).
Recitals
A. Original Purchaser and Seller entered into those certain
Purchase and Sale Agreements dated November 6, 2012 (as amended, restated, supplemented, assigned or otherwise modified from time to time, collectively, the “Purchase Agreement”) with respect to those certain properties described on Exhibit “1” attached hereto (collectively, the “Properties”).
B. Those certain properties described on Exhibit “2” attached hereto (the “Xxxxx Other Properties”) are subject to leases (the “Xxxxx Other Property Leases”) by and between Wachovia Bank, National Association (“Wachovia”), the predecessor in interest to Xxxxx Fargo Bank, N.A. (“Xxxxx”), and First States Investors, 3300 LLC, a Delaware limited liability company (“FS 3300 LLC”), the predecessor in interest to Seller, as the same may have been assigned by FS 3300 LLC prior to the date hereof. Xxxxx is the current Tenant (as defined in the Xxxxx Other Property Leases) under such Xxxxx Other Property Leases. Under Section 11.1 of each of the Xxxxx Other Property Leases, Xxxxx has the right to terminate each of the Xxxxx Other Property Leases as to all or any portion of the premises leased pursuant to each of the Xxxxx Other Property Leases on the terms and conditions set forth therein (“Xxxxx’x Termination Right”).
C. FS 3300 LLC and Wachovia entered into that certain Master Agreement Regarding Leases dated as of September 22, 2004 (the “Original Master Agreement), which Original Master Agreement was amended by an amendment dated as of June __, 2005 (the “First Amendment’) and by that certain Second Amendment to Master Agreement (the “Second Amendment”) dated as of April 1, 2008, each by and among Wachovia, FS 3300 LLC and Seller. Under the Second Amendment, Seller has been designated the “Master Landlord” under the Original Master Agreement, as amended by the First Amendment and the Second Amendment.
D. Concurrently herewith, Seller, Original Purchaser and Xxxxx have executed that certain Third Amendment to Master Agreement (the “Third Amendment”), pursuant to which Original Purchaser has been designated the Master Landlord (hereinafter referred to as the “Assignee Master Landlord”) (such Original Master Agreement, as amended by the First Amendment, Second Amendment and Third Amendment, is referred to herein as the “Existing Master Agreement”).
E. Each of the Xxxxx Other Property Leases is a “Lease” (“Lease”) under the Existing Master Agreement. Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Xxxxx Other Property Lease.
1
F. Section 3.4 of the Master Agreement provides that with respect to Xxxxx’x exercise of Wachovia’s Termination Rights under any Non-Integrated Lease, (i) Xxxxx “shall (on or prior to the Early Termination Date) pay the Excess Termination Rights Payment with respect to such exercise…to the Master Landlord, if there is no Designated Portfolio Lender…” and (ii) “in no event will the obligation of Wachovia [now Xxxxx] to pay Rent under a Non-Integrated Lease terminate until the applicable Excess Termination Rights Payment required pursuant to Section 3.4 is paid….” (such condition precedent to termination of Xxxxx’x obligation to pay Rent under the Xxxxx Lease pursuant to the foregoing provisions of Section 3.4 of the Master Agreement is referred to herein as the “Section 3.4 Rent Obligation Termination Condition”).
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, the parties hereto hereby agree as follows:
1.Payment of the Excess Termination Rights Payment With Respect to the Xxxxx Other Property Leases.
a. Upon any exercise of Xxxxx’x Termination Rights under a Xxxxx Other Property Lease and satisfaction of the Section 3.4 Rent Obligation Termination Condition with respect thereto with respect to all or any portion of the Leased Premises (a “Xxxxx Other Property Lease Termination Event”), and upon receipt by Assignee Master Landlord from Xxxxx of any Excess Termination Rights Payment with respect to such Xxxxx Other Property Lease, Purchaser shall promptly pay to Seller, or its designee, an amount equal to the amount actually received from Xxxxx with respect to such Excess Termination Rights Payment with respect to such Xxxxx Other Property Lease Termination Event. Each such Excess Termination Rights Payment shall be so paid by wire transfer of immediately available federal funds to such wire transfer address as Seller shall provide to Purchaser in writing.
b. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not be liable to Seller for any Excess Termination Rights Payment under this Agreement to the extent that such payment is withheld or otherwise not paid to Purchaser.
c. Upon payment by Assignee Master Landlord to Seller of any such Excess Termination Rights Payment actually received by Assignee Master Landlord with respect to any Xxxxx Other Property Lease, Assignee Master Landlord shall have no further obligations or liabilities with respect to such Xxxxx Other Property Lease (or Excess Termination Rights Payments thereunder), and Seller shall indemnify, defend and hold harmless Assignee Master Landlord from and against any and all third party claims, actions, suits, proceedings, losses, damages, obligations, liabilities, penalties, fines, costs and expenses (including, but not limited to, reasonable attorneys’ fees and legal costs) which arise out of, is occasioned by or is in any way attributable to such Xxxxx Other Property Lease and/or any Excess Termination Rights Payment thereunder.
2. Enforcement of the Section 3.4 Rent Obligation Termination Condition
Assignee Master Landlord shall diligently enforce on a prompt and timely basis, and shall promptly take all action requested in good faith by Seller to assist Seller to enforce on a diligent
2
and timely basis, the Section 3.4 Rent Obligation Termination Condition, at the sole cost of Seller.
3. Continuation of the Master Agreement
a. Assignee Master Landlord shall cause the Master Agreement to continue in full force and effect for the remainder of the Initial Term of the Xxxxx Lease.
b. Subject to the provisions of this Agreement, Assignee Master Landlord shall not default in the performance of any of its obligations as the Master Landlord (as that term is defined under the Master Agreement) under the Master Agreement.
c. Assignee Master Landlord shall not amend the Master Agreement in any manner without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.
d. Seller shall, reasonably promptly following Assignee Master Landlord’s request to do so, provide to Assignee Master Landlord all information, including, without limitation, all relevant Lease documents and correspondence, relating to all Xxxxx Other Property Leases and all Xxxxx Other Properties to the extent necessary or desirable in connection with the calculation of Available Termination Rights Area or the calculation and/or collection of any Excess Termination Rights Payment and to the extent such materials are in Seller’s possession or under Seller’s reasonable control. Seller shall promptly notify Assignee Master Landlord in writing at such time as Seller receives notice that any Xxxxx Other Property Lease is amended or terminated, and shall provide Assignee Master Landlord with true and correct copies of all documents evidencing the same reasonably promptly after Seller’s receipt of same. Seller acknowledges that to the extent Seller does not have or cannot otherwise provide to Assignee Master Landlord such information requested with respect to the Xxxxx Other Properties, such lack of information may likely damage the ability to obtain Excess Termination Rights Payments otherwise payable with respect to the Xxxxx Other Properties, and Assignee Master Landlord shall have no obligation or liability to Seller with respect to such damage.
e. Assignee Master Landlord further covenants that it, as the “Assignee Master Landlord” under the Third Amendment, shall remain wholly-owned by (i) GAP Parent (as defined in the Third Amendment), or (ii) the current owners of NFR (as defined in the Third Amendment), or some combination thereof (provided, however, if Assignee Master Landlord shall be wholly-owned by the current owners of NFR, directly or indirectly, NFR shall be solely managed by NFR Parent (as defined in the Third Amendment)), except as may result from a transfer or other conveyance of all or a portion of the membership interests in Assignee Master Landlord (or in any person having a direct or indirect ownership in such Assignee Master Landlord) effected pursuant to a court proceeding (pursuant to federal bankruptcy law, or any similar federal or state law) involving the bankruptcy, insolvency or reorganization of NFR or GAP.
4. Miscellaneous.
a. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
3
b. Attorneys’ Fees. In the event of any litigation or other action or suit between the parties hereto concerning this Agreement, the subject matter hereof or the transactions contemplated hereby, the losing party shall pay the reasonable attorneys’ fees and costs (together with other professional fees incurred, including the fees of accountants and engineers) incurred by the prevailing party in connection with such litigation, action or other suit, including appeals and enforcement of any judgment in connection therewith.
c. Governing Law.
(i) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF
CALIFORNIA, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTIONS EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT. THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF
CALIFORNIA SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL OBLIGATIONS ARISING HEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA.
(ii) ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN ANY FEDERAL OR XXXXX XXXXX XX XXX XXXX XX XXX XXXXXXX, XXXXXX OF LOS ANGELES, AND THE PARTIES WAIVE ANY OBJECTIONS BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. EACH SELLER PARTY DOES HEREBY DESIGNATE AND APPOINT CORPORATION SERVICE COMPANY AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN LOS ANGELES,
CALIFORNIA, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO SUCH SELLER PARTY IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH SELLER PARTY IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF
CALIFORNIA. EACH SELLER PARTY (1) SHALL GIVE PROMPT NOTICE TO PURCHASER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (2) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT
4
WITH AN OFFICE IN LOS ANGELES,
CALIFORNIA (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (3) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN LOS ANGELES, CALIFORNIA, OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.
d. Paragraph Headings. Any paragraph headings and captions in this Agreement are for convenience only and shall not affect the interpretation or construction hereof.
e. Notices. All notices hereunder shall be in writing and shall be deemed to have been sufficiently given or served for all purposes when sent as provided in this Agreement, if to Seller at the addresses stated on the signature page hereof and if to Original Purchaser/Assignee Master Landlord at its address stated at the address stated on the signature page hereof or, in each case, at such other address of which a party shall have notified the party giving such notice in writing in accordance with the foregoing requirements of this Section 4e.
f. Severability. Any provision of this Agreement, or the application thereof to any Person or circumstance, which, for any reason, in whole or in part, is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement (or the remaining portions of such provision) or the application thereof to any other Person or circumstance, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision (or portion thereof) or the application thereof to any Person or circumstance in any other jurisdiction.
g. Entire Agreement; Amendments. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or statements relating to such subject matter, and none of the terms and provisions hereof may be waived, amended or terminated except in accordance with the provisions of the Agreement.
5
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
ORIGINAL PURCHASER/ASSIGNEE MASTER LANDLORD:
NATIONAL FINANCIAL REALTY-
EAST COAST PORTFOLIO I, LLC,
a Delaware limited liability company
By: NFR Master Lease GAP, LLC,
a Delaware limited liability company,
Its Managing Member
By: _____________________
Print Name: _______________
Title:_____________________
By: _____________________
Print Name: _______________
Title:_____________________
Address for Notices:
NFR Master Lease GAP, LLC
c/o Oaktree Capital Management, L.P.
000 Xx. Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
E-mail: xxxxxxxxx@xxxxxxxxxxxxxx.xxx
With a required copy to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
E-mail: xxxxxx@xxxxxxxxxx.xxx
And to:
National Financial Realty – WFB East Coast, LLC
c/o National Financial Realty, Inc.
00000 Xxxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, XX 00000
6
Attention: Xxxxxxx X. Xxxxxxxxx
email: xxxxxxxxxx@xxxxxxxxxx.xxx
With a required copy to:
Xxxx Xxxxxxxx LLP
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx-Xxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
email: xxxxxxxxxxxxx@xxxxxxxxxxxx.xxx
7
SELLER:
FIRST STATES INVESTORS 3300 B, L.P.,
a Delaware limited partnership
By:_____________________________
Xxxxx X. Xxxxxx,
Chief Financial Officer
Address for Notices:
c/o GKK Realty Advisors, LLC
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxxx
Email: xxxxx.xxxxxxxxxx@xxx.xxx
With a required copy to:
c/o KBS Capital Advisors LLC
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx, Esq.
email: xxxxxxxxxx@xxxxxxxxx.xxx
And with a required copy to:
Xxxxxxxxx Traurig, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx, Esq.
email: xxxxxxxxxx@xxxxx.xxx
8
EXHIBIT “1”
DESCRIPTION OF THE PROPERTIES
|
| | | | | | |
|
| Property Address
| City
| State
|
|
| 1
| 000 X Xxxxxxxxxxxx Xxxx Xxxx
| Xxxxxxxxxxxx
| XX
|
|
|
|
|
|
| 2
| 0000 Xxxxxxxxx Xxxxxx Xx
| Xxxxxxx
| XX
|
|
|
|
|
|
| 3
| 0000 Xxxxxxxxxx Xx
| Xxxxxxx
| XX
|
|
|
|
|
|
| 4
| 000 Xxxx 0 0/0 Xx
| Xxxxxxx-Xxxxx
| XX
|
|
|
|
|
|
| 5
| 0000-0000 Xxxxxxx Xxx
| Xxxxxxx
| XX
|
|
|
|
|
|
| 6
| 000 Xxxxxxxxx Xxxx
| Xxxxxxxx
| XX
|
|
|
|
|
|
| 7
| 000 Xxxxxx Xx
| Xxxxxxx-Xxxxx
| XX
|
|
|
|
|
|
| 8
| 000 X. 0xx Xxxxxx
| Xxxxxxx Xxxxx
| XX
|
|
|
|
|
|
| 9
| 000 X Xxxxxxxx Xxxxxxxxx
| Xxxxxx Xxxxxxxx
| XX
|
|
|
|
|
|
| 10
| 000 Xxxxx Xxxxx Xxxxxx
| Xxxxxxxxx
| XX
|
|
|
|
|
|
| 11
| 000 00xx Xxxxxx
| Xxxxxxxx
| XX
|
|
|
|
|
|
| 12
| 00 Xxxxx Xx
| Xxxxxxxxxx
| XX
|
|
|
|
|
|
| 13
| 00 Xxxxx Xx
| Xxxxxxxxxx
| XX
|
|
|
|
|
|
| 14
| 00 Xxxx Xx
| Xxxx Xxxxx
| XX
|
|
|
|
|
|
| 15
| 000 X Xxxxxxxx Xx
| Xxxxxx
| XX
|
|
|
|
|
|
| 16
| 000 X Xxxx Xx
| Xxxxxxxxxx
| XX
|
|
|
|
|
|
| 17
| 00 X Xxxxxx Xx
| Xxxx
| XX
|
|
|
|
|
|
| 18
| 000 Xxxx Xxx Xxxxxx
| Xxxxxxxxx
| XX
|
|
|
|
|
|
| 19
| 0000 Xxxxxxxxxxxx Xx
| Xxxxxxxxx
| XX
|
|
|
|
|
|
| 20
| 00000 X Xxxxxxxxx Xxx
| Xxxx Xxxxx
| XX
|
|
|
|
|
|
| 21
| 000 Xxxxx Xx
| Xxx Xxxx
| XX
|
|
|
|
|
|
| 22
| 000 Xxxxxxxxxxxx Xxxx
| Xxxxxxxx Xxxxx
| XX
|
|
|
|
|
|
| 23
| 000 X Xxxxxxxxx Xxx
| Xxxxxxxx
| XX
|
|
|
|
|
|
| 24
| 00 Xxx Xxxxxxxxxx Xx
| Xxxxxxxxx
| XX
|
|
|
|
|
|
| 25
| 0000 Xxxxxxxxxx Xxxx
| Xxxx Xxxx Xxxxx
| XX
|
|
| | | | | | |
|
|
|
|
|
| 26
| 0000 Xxxxxxxxx Xxxxxx Xx
| Xxxx Xxxxxxx
| XX
|
|
|
|
|
|
| 27
| 000 X Xxxxxx Xx
| Xxxxxxxxxxxx
| XX
|
|
|
|
|
|
| 28
| 0000 X Xxxxxxxx Xxx
| Xxxxxx Xxxxx
| XX
|
|
|
|
|
|
| 29
| 00 Xxxx Xxxxxx
| Xxxxxxxxx
| XX
|
|
|
|
|
|
| 30
| 000 X Xxxxxxxxx Xxxx
| Xxxxx
| XX
|
|
|
|
|
|
| 31
| 000 X Xxxx Xx
| Xxxxxxxxxx
| XX
|
|
|
|
|
|
| 32
| 00000 0xx Xx
| Xxxx Xxxx
| XX
|
|
|
|
|
|
| 33
| 000 Xxxxxxxxx Xxx
| Xxxxxxx
| XX
|
|
|
|
|
|
| 34
| 0000 Xxxxxxxxxx Xx
| Xxxxxxxxx
| XX
|
|
|
|
|
|
| 35
| 0 X Xxxx Xx
| Xxxxxxxxxxxxxx
| XX
|
|
|
|
|
|
| 36
| 0000 Xxxxxxxxxx Xxxx
| Xxxx Xxxx Xxxxx
| XX
|
|
|
|
|
|
| 37
| 000 Xxxx Xxxxxx Xx
| Xxxxxxxxxx
| XX
|
|
|
|
|
|
| 38
| 000 Xxxxx Xx
| Xxxxxxxxxxxxx
| XX
|
|
|
|
|
|
| 39
| 000 X Xxx Xx
| Xxxxxxx
| XX
|
|
|
|
|
|
| 40
| 000 Xxxx Xx
| Xxxxxxxxx
| XX
|
EXHIBIT “2”
LIST OF THE XXXXX OTHER PROPERTY LEASES
|
| | | | | | |
| WBBD
| 3302
| 055238
| East Haven
| 000 Xxxxxxxxx Xxx
| Xxxx Xxxxx
| XX
|
| XXXX
| 0000
| 055923
| Norwalk Xxxxxx
| 000 Xxxx Xxx & Xxxxxx Xxxxxx
| Xxxxxxx
| XX
|
| XXXX
| 3304
| 055534
| Trap Falls Office
| 0 Xxxxxxxx Xx
| Xxxxxxx
| XX
|
| XXXX
| 0000
| 050445
| Whalley Norton
| 000 Xxxxxxx Xxx
| Xxx Xxxxx
| XX
|
| XXXX
| 0000
| 050446
| Woodbridge Tenants
| 000 Xxxxx Xx
| Xxxxxxxxxx
| XX
|
| XXXX
| 0000
| 000000
| Xxxxxxx Xxxx
| 000 X. Xxxxxxx Xxxxxxx Xxxx
| Xxxxxx
| XX
|
| WBBD
| 3440
| 081105
| Cape Canaveral
| 0000 X Xxxxxxxx Xxxxxxxxx
| Xxxx Xxxxxxxxx
| XX
|
| WBBD
| 3313
| 081599
| Cocoa
| 000 X Xxxxx Xxxx
| Xxxxx
| XX
|
| WBBD
| 3315
| 082358
| De Xxxx Square
| 0000 X.X. 00 Xxxxx
| Xxxxxxx
| XX
|
| WBBD
| 3316
| 081286
| Deland Main
| 000 X Xxx Xxxx Xxx
| Xxxxxx
| XX
|
| WBBD
| 3318
| 081280
| Downtown Daytona
| 000 X Xxxxxxxxx Xxx
| Xxxxxxx Xxxxx
| XX
|
| WBBD
| 3321
| 081370
| Xxxxxxxx Xxxx Xxxx
| 000 Xxxxxx Xxxxxx (1st Street)
| West Palm Beach
| FL
|
| WBBD
| 3322
| 081726
| Dunedin
| 0000 Xxxxxxxx Xxxx
| Xxxxxxx
| XX
|
| WBBD
| 3323
| 082314
| East Naples
| 0000 X. Xxxxxxx Xxxxx
| Xxxxxx
| XX
|
| WBBD
| 3324
| 506713
| Florida Avenue
| 00000 X Xxxxxxx Xxx
| Xxxxx
| XX
|
| WBBD
| 3327
| 081722
| Jasmine Lakes
| 00000 X.X. Xxx 00 X
| Xxxx Xxxxxx
| XX
|
| WBBD
| 3329
| 081679
| Madison
| 000 X XxxxXx
| Xxxxxxx
| XX
|
| W8BD
| 3332
| 081702
| Ocean Ridge
| 0000 Xxxxx Xxxx
| Xxxxxxx Xxxxx
| XX
|
| WBBD
| 3334
| 081751
| Perry
| 000 X Xxxx Xx
| Xxxxx
| XX
|
| WBBD
| 3337
| 081853
| Riverside
| 000 Xxxxxx Xxxxx Xxx
| Xxxxxxxxxx
| XX
|
| XXXX
| 0000
| 000000
| Xxxxx Xxxxxxx Xxxxxx
| 0000 Xxxxxxx Xx
| Xxxxxx Xxxxxx
| XX
|
| WBBD
| 3340
| 082009
| Southgate
| 0000 Xxxxx X.X. Xxx 00
| Xxx Xxxx Xxxxxx
| XX
|
| WB8D
| 3349
| 506231
| Asheville Main Retail
| 0 Xxxxxxx Xx
| Xxxxxxxxx
| XX
|
| WBBD
| 3350
| 506247
| Belmont Main
| 00 X Xxxx Xx
| Xxxxxxx
| XX
|
| WBBD
| 3352
| 250104
| Main Office
| 00 X Xxxx Xx
| Xxxxxxxx
| XX
|
| WBBD
| 3355
| 506215
| Hendersonville
| 000Xxxxx Xxxx Xxxxxx
| Xxxxxxxxxxxxxx
| XX
|
| WBBD
| 3358
| 506159
| Thomasville
| 000 Xxxxxxxx Xx
| Xxxxxxxxxxx
| XX
|
| WB8D
| 33608
| 506277
| Wachovia Center Tower
| 000 Xxxxx Xxxx Xxxxxx
| Xxxxxxx Xxxxx
| XX
|
| WBBD
| 3363
| 506238
| Williamston
| 000 X Xxxx Xx
| Xxxxxxxxxxx
| XX
|
| WBBD
| 3366
| 284547
| Brick Office
| Xx. 00 & Xxxxxxxxxxx Xxxx
| Xxxxx
| XX
|
| XXXX
| 0000
| 280867
| Cranford Office & Drive-In
| 0 Xxxxx Xxx X
| Xxxxxxxx
| XX
|
| XXXX
| 0000
| 035260
| Hillside
| 0000 Xxxxxxx Xxx
| Xxxxxxxx
| XX
|
|
| | | | | | |
|
XXXX
| 0000X
3372
| 280837
280838
| XXXX Xxxxxxxxxx Xxxxxx & Xxxxx
Xxxxxxxxx Annex
|
000/000 Xxxxxxxx Xxxxx
|
Xxxxx Xxxxxxxxx
|
XX
|
| XXXX
| 0000
| 000000
| Xxxxxxxx Xxxxxx Xxxxxx
| 000 Xxxxxx Xx & 9 Colt St
| Paterson
| NJ
|
| XXXX
| 0000
| 00XXX0
| Xxxxxxxxxx
| 0 Xxxxx Xxxxxxx 00
| Xxxxxxxxxx
| XX
|
| XXXX
| 3377
| 280326
| Scotch Plains Xxxxxx
| 000 Xxxx Xxx
| Xxxxxx Xxxxxx
| XX
|
| XXXX
| 3378
| 281047
| South Amboy Xxxxxx
| 000 Xxxxx Xxxxxxxx & Xxxxxxx Xx.
| Xxxxx Xxxxx
| XX
|
| XXXX
| 3379
| 281110
| Xxxxxxxxxx Xxxxxx
| Xxxxx #00 and South Street
| Succasunna
| NJ
|
| WBBD
| 3381
| 284421
| Union-Larchmont Xxxxxx
| 0000 Xxxxxx Xxx
| Xxxxx
| XX
|
| XXXX
| 3382
| 281118
| Washington Off. & Parking Lot
| 2 W Washington Ave
| Washington
| NJ
|
| WBBD
| 3383
| 31713S
| Kingston Xxxxxx
| 00X Xxxx Xx
| Xxxxxxxx
| XX
|
| WBBD
| 3384
| 317134
| New Paltz Xxxxxx
| 00 Xxxx Xx
| Xxx Xxxxx
| XX
|
| WBBD
| 3385
| 353360
| Bristol Xxxxxx
| 000 Xxxxxxxxx Xx
| Xxxxxxx
| XX
|
| WBBD
| 3387
| 3S336S
| Xxxxxxxxxx Xxxxxx
| 00X X Xxxxx Xx
| Xxxxxxxxxx
| XX
|
| XXXX
| 0000
| 00X000
| Xxxxxxxxxxxx Xxxx
| 000 Xxxxxxxx Xx
| Xxxxxxxxxxxx
| XX
|
| WBBD
| 3390
| 3S3334
| Jenkintown Financial Center
| 000-000 Xxx Xxxx Xx
| Xxxxxxxxxx
| XX
|
| WBBD
| 3392
| 03S71S
| Lebanon
| 801Cumberland St
| Lebanon
| PA
|
| WBBD
| 3394
| 03S719
| Milford
| 000 Xxxxx Xx
| Xxxxxxx
| XX
|
| WBBD
| 3395
| 036131
| Mount Carmel
| SOW 0xx Xx
| Xxxxx Xxxxxx
| XX
|
| XXXX
| 3396
| 036134
| Mt. Penn Building
| 23rd & Perkiomen Avenues
| Mt. Penn
| PA
|
| WBBD
| 3397
| 03S723
| Norristown
| 00 X Xxxx Xxxxxx
| Xxxxxxxxxx
| XX
|
| WBBD
| 3398
| 353304
| Xxxxxxxxxxxx Xxxxxx
| 000 X Xxxx Xxxxxx
| Xxxxxxxxxxxx
| XX
|
| WBBD
| 3399
| 03S474
| Pittston
| 0 Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxx
| Xxxxxxxx
| XX
|
| XXXX
| 0000
| 03S483
| Pottstown
| 000 X Xxxx Xx
| Xxxxxxxxx
| XX
|
| WBBD
| 3403
| 03S731
| Scranton Downtown
| 000 Xxxxxxx Xxx
| Xxxxxxxx
| XX
|
| WBBD
| 3407
| 3S41S2
| Wind Gap Xxxxxx
| 0X. Xxxxxxxx Xx(XXX) Xx. X00&00
| Xxxx Xxx
| XX
|
| WBBD
| 3409
| S06SOO
| Anderson Main
| 0000 Xxxxx Xxxx Xxxxxx
| Xxxxxxxx
| XX
|
| WBBD
| 3410
| S06S84
| Beaufort Main Financial Center
| 0000 Xxx Xxxxxx
| Xxxxxxxx
| XX
|
| WBBD
| 3412
| S06S3S
| Camden Camden Main
| X00 Xxxx Xxxxxx Xxxxxx
| Xxxxxx
| XX
|
| WBBD
| 3416
| X00X00
| Xxxxxx Xxxx
| 000Xxxxxxx 301 N
| Dillon
| SC
|
| WBBD
| 3417
| S06516
| Spartanburg Main
| 000 X Xxxx Xx
| Xxxxxxxxxxx
| XX
|
| WBBD
| 3418
| S06S44
| Sumter Main
| 0 Xxxxx Xxxxxxxxxx Xxxxxx
| Xxxxxx
| XX
|
| WBBD
| 3419
| S03106
| 21st and Granby
| 0000 Xxxxxx Xx
| Xxxxxxx
| XX
|
| WBBD
| 3421
| 410170
| Main Xxxxxx
| 0XX0 Xxxxxxxxxx Xxxx Xxx
| Xxxxxxx
| XX
|
| XXXX
| 0000
| X00000
| Xxxxxxxxxxxxxxx Xxxxxxx Xxxxxx HQ
| 000 X Xxxx Xx
| Xxxxxxxxxxxxxxx
| XX
|
| WBBD
| 3426
| 410403
| Claremont Branch
| 0000 Xxxx Xx
| Xxxxxxxxxx
| XX
|
| WBBD
| 3428
| S03038
| Downtown Petersburg
| 00 Xxxxxxxx Xx
| Xxxxxxxxxx
| XX
|
|
| | | | | | |
| WBBD
| 3430
| 410439
| North Washington Branch
| 000 X Xxxxxxxxxx Xx
| Xxxxxxxxxx
| XX
|
| WBBD
| 3431
| 410157
| Richlands
| 000 Xxxxxxx Xxx
| Xxxxxxxxx
| XX
|
| XXXX
| 0000
| S06804
| Vienna Tyson's Corner
| 0000 Xxxxxxxx Xxxx
| Xxxxxx
| XX
|
| WBBD
| 3434
| S06746
| Warrenton Broadview
| lSS Broadview Ave Ste 100
| Warrenton
| VA
|
| WBBD
| 3437
| 506841
| Williamsburg Main
| 0000 Xxxxxxxx Xx
| Xxxxxxxxxxxx
| XX
|
|
WBBD
| 3325A &
3325
| 082297 &
082308
|
Ft. Xxxxx Downtown & Parking
|
0000 0xx Xxxxxx
|
Xxxx Xxxxx
|
XX
|
|
WBBD
| 3330A &
3330
| 81653 &
081651
|
Miami Springs & Pkg Garage
|
0000 XX 00xx Xx
|
Xxxxx Xxxxxxx
|
XX
|
| WBBD
| 3375
| 035727
| Perth Amboy
| 000 Xxxxx Xx
| Xxxxx Xxxxx
| XX
|
| XXXX
| 0000X
| 506697
| Reflections 2
| 000 X. Xxxxxxxxxx Xxx.
| Xxxx Xxxx Xxxxx
| XX
|
EXHIBIT E
APPLICABLE PERCENTAGES FOR EACH PROPERTY
|
| | | | | | | | |
| Count
| Property Name
| Address
| City
| State
| Purchase Price
| Applicable
Percentage
|
| 1.
| 3401 ‐ Plaza
| 000 X Xxxxxxxxxxxx Xxxx Xxxx
| Xxxxxxxxxxxx
| XX
|
| $39,343,510
|
| 16.33
|
| 2.
| 3357 ‐ Mortgage Center
| 0000 Xxxxxxxxx Xxxxxx Xx
| Xxxxxxx
| XX
|
| $36,766,776
|
| 15.26
|
| 3.
| 3438 ‐ WVOC‐Four Story
| 0000 Xxxxxxxxxx Xx
| Xxxxxxx
| XX
|
| $27,133,531
|
| 11.27
|
| 4.
| 3362 ‐ West End Center
| 000 Xxxx 0 0/0 Xx
| Xxxxxxx‐Xxxxx
| XX
|
| $28,027,429
|
| 11.64
|
| 5.
| 3343 ‐ Atlant Ops Cntr
| 3579‐0000 Xxxxxxx Xxx
| Xxxxxxx
| XX
|
| $27,396,571
|
| 11.37
|
| 6.
| 3415 ‐ Columbia Grystn
| 000 Xxxxxxxxx Xxxx
| Xxxxxxxx
| XX
|
| $19,671,510
|
| 8.17
|
| 7.
| 0000 ‐ Xxxxxxx Xxxxx
| 000 Xxxxxx Xx
| Xxxxxxx‐Xxxxx
| XX
|
| $15,325,959
|
| 6.36
|
| 8.
| 3441 ‐ Xxxx Xxx Xxx
| 000 X. 0xx Xxxxxx
| Xxxxxxx Xxxxx
| XX
|
| $6,975,918
|
| 2.90
|
| 9.
| 0000 ‐ Xxxxxx Xxxxxxxx
| 000 X Xxxxxxxx Xxxxxxxxx
| Xxxxxx Xxxxxxxx
| XX
|
| $4,029,310
|
| 1.67
|
| 10.
| 0000 ‐ Xxxxxxxxx Xxxxxx
| 000 Xxxxx Xxxxx Xxxxxx
| Xxxxxxxxx
| XX
|
| $1,835,371
|
| 0.76
|
| 11.
| 0000 ‐ Xxxxxxxx Xxxx
| 000 00xx Xxxxxx
| Xxxxxxxx
| XX
|
| $2,018,348
|
| 0.84
|
| 12.
| 3371 ‐ Morristown Offc
| 00 Xxxxx Xx
| Xxxxxxxxxx
| XX
|
| $1,588,745
|
| 0.66
|
| 13.
| 3413 ‐ Charlstn 00 Xxx
| 00 Xxxxx Xx
| Xxxxxxxxxx
| XX
|
| $3,229,224
|
| 1.34
|
| 14.
| 3370 ‐ Main Strt Offic
| 00 Xxxx Xx
| Xxxx Xxxxx
| XX
|
| $3,784,327
|
| 1.57
|
| 15.
| 0000 ‐ Xxxxxx Xxxx
| 000 X Xxxxxxxx Xx
| Xxxxxx
| XX
|
| $1,041,199
|
| 0.43
|
| 16.
| 3351 ‐ Burlington
| 000 X Xxxx Xx
| Xxxxxxxxxx
| XX
|
| $1,180,495
|
| 0.49
|
| 17.
| 0000 ‐ Xxxx Xxxxxx
| 00 X Xxxxxx Xx
| Xxxx
| XX
|
| $1,112,062
|
| 0.46
|
| 18.
| 3353 ‐ Goldsboro
| 000 Xxxx Xxx Xxxxxx
| Xxxxxxxxx
| XX
|
| $1,078,064
|
| 0.45
|
| 19.
| 0000 ‐ Xxxxxxxxx Xxxxx
| 0000 Xxxxxxxxxxxx Xx
| Xxxxxxxxx
| XX
|
| $1,055,319
|
| 0.44
|
| 20.
| 3339 ‐ South Fort Myrs
| 00000 X Xxxxxxxxx Xxx
| Xxxx Xxxxx
| XX
|
| $909,933
|
| 0.38
|
| 21.
| 3376 ‐ Red Bank Mn Off
| 000 Xxxxx Xx
| Xxx Xxxx
| XX
|
| $2,531,657
|
| 1.05
|
| 22.
| 3433 ‐ VA Beach Pembrk
| 000 Xxxxxxxxxxxx Xxxx
| Xxxxxxxx Xxxxx
| XX
|
| $1,828,816
|
| 0.76
|
| 23.
| 3319 ‐ Downtown Laklnd
| 000 X Xxxxxxxxx Xxx
| Xxxxxxxx
| XX
|
| $1,753,388
|
| 0.73
|
| 24.
| 0000 ‐ Xxx Xxxxxxxx Xx
| 00 Xxx Xxxxxxxxxx Xx
| Xxxxxxxxx
| XX
|
| $843,182
|
| 0.35
|
| 25.
| 3333 ‐ Okeechob Trnpke
| 0000 Xxxxxxxxxx Xxxx
| Xxxx Xxxx Xxxxx
| XX
|
| $2,158,106
|
| 0.90
|
| 26.
| 3405 ‐ West Chestr Off
| 0000 Xxxxxxxxx Xxxxxx Xx
| Xxxx Xxxxxxx
| XX
|
| $1,556,163
|
| 0.65
|
|
| | | | | | |
| Count
| Property Name
| Address
| City
| State
| Purchase Price
| Applicable
Percentage
|
| 27.
| 0000 ‐ Xxxxxx Xx Office
| 000 X Xxxxxx Xx
| Xxxxxxxxxxxx
| XX
| $676,764
| 0.28
|
| 28.
| 0000 ‐ Xxxxx Xxxxx
| 0000 X Xxxxxxxx Xxx
| Xxxxxx Xxxxx
| XX
| $631,840
| 0.26
|
| 29.
| 3427 ‐ Clintwood
| 00 XxXxx Xxxxxx
| Xxxxxxxxx
| XX
| $536,606
| 0.22
|
| 30.
| 3393 ‐ Media Office
| 000 X Xxxxxxxxx Xxxx
| Xxxxx
| XX
| $405,184
| 0.17
|
| 31.
| 3422 ‐ Blacksburg
| 000 X Xxxx Xx
| Xxxxxxxxxx
| XX
| $433,898
| 0.18
|
| 32.
| 3314 ‐ Dade City
| 00000 0xx Xx
| Xxxx Xxxx
| XX
| $883,429
| 0.37
|
| 33.
| 3380 ‐ Trenton‐Brnswck
| 000 Xxxxxxxxx Xxx
| Xxxxxxx
| XX
| $859,510
| 0.36
|
| 34.
| 3341 ‐ West Hollywood
| 0000 Xxxxxxxxxx Xx
| Xxxxxxxxx
| XX
| $413,062
| 0.17
|
| 35.
| 3425 ‐ Christnsburg Mn
| 0 X Xxxx Xx
| Xxxxxxxxxxxxxx
| XX
| $383,478
| 0.16
|
| 36.
| 3342 ‐ Westward
| 0000 Xxxxxxxxxx Xxx
| Xxxx Xxxx Xxxxx
| XX
| $187,367
| 0.08
|
| 37.
| 0000 ‐ Xxxxxx Xxxxxx
| 000 Xxxx Xxxxxx Xx
| Xxxxxxxxxx
| XX
| $343,278
| 0.14
|
| 38.
| 3411 ‐ Bennettsvll Main
| 000 Xxxxx Xx
| Xxxxxxxxxxxxx
| XX
| $259,536
| 0.11
|
| 39.
| 0000 ‐ Xxxxxxx Xxx Xxxx
| 000 X Xxxx Xx
| Xxxxxxx
| XX
| $240,767
| 0.10
|
| 40.
| 3423 ‐ Brookneal
| 000 Xxxx Xx
| Xxxxxxxxx
| XX
| $435,837
| 0.18
|
| PORTFOLIO TOTAL
| $240,865,469
| 100%
|
EXHIBIT F
LETTER AGREEMENT
PB CAPITAL CORPORATION
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
March [__], 2013
KBS Debt Holdings, LLC
c/o KBS Capital Advisors LLC
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxx and Xxxxx Xxxxxx
First States Investors 3300 B, L.P.
c/o KBS Capital Advisors LLC
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxx and Xxxxx Xxxxxx
| |
| Re:
| Loan from certain Lenders (as defined in the Existing Loan Agreement (as defined below)) for which PB Capital Corporation is acting as agent (in such capacity, “Agent”) to First States Investors 3300 B, L.P. (“Initial Borrower”)
|
Dear Sirs:
Reference is hereby made to (i) that certain Loan Agreement dated as of the April 1, 2008 among Initial Borrower, Agent and Lenders, as amended by that certain First Amendment to Loan Agreement dated as of August 22, 2008, and as further amended by that certain Omnibus Amendment and Reaffirmation of Loan Documents dated as of December 15, 2011 (as so amended, and as the same may have been further amended, modified or supplemented prior to the date hereof, the “Existing Loan Agreement”; capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Existing Loan Agreement); (ii) that certain Replacement Interest Rate Protection Guaranty dated as of December 15, 2011 made by KBS Debt Holdings, LLC (“Guarantor”) for the benefit of Agent and Lenders (the “Replacement Interest Rate Protection Guaranty”); (iii) that certain Supplemental Recourse Liability Agreement dated as of December 15, 2011 made by Guarantor for the benefit of Agent and Lenders (the “Supplemental Recourse Liability Agreement”); and (iv) that certain Amended and Restated Loan Agreement dated as of the date hereof among the entities listed on Schedule I attached hereto (collectively, “New Borrower”), Agent and Lenders (the “Amended and Restated Loan Agreement”), which amends and restates the Existing Loan Agreement in its entirety.
This letter shall serve as confirmation to Initial Borrower and Guarantor that: (i) Initial Borrower and New Borrower have advised Agent that the Properties owned by Initial Borrower immediately prior to the Assumption (as defined below) have been transferred to New Borrower subject to the liens of the applicable Mortgages; (ii) New Borrower has assumed all of Initial Borrower’s obligations under the Existing Loan Agreement (as amended and restated by the
Amended and Restated Loan Agreement) and the other Loan Documents (as amended and restated on the date hereof) (the “Assumption”), all to the extent arising or accruing on or after the date hereof; (iii) Initial Borrower shall not have any liabilities or obligations under the Existing Loan Agreement, the other Loan Documents, the Amended and Restated Loan Agreement or the other Loan Documents (as amended and restated on the date hereof), except for liabilities and obligations of Initial Borrower under the Existing Loan Agreement and other Loan Documents that survive the discharge or repayment in full of the Loan under the Existing Loan Agreement and other Loan Documents; and (iv) effective upon the execution and delivery of the Amended and Restated Loan Agreement the respective obligations of Guarantor under the Supplemental Recourse Liability Agreement and the Replacement Interest Rate Protection Guaranty shall terminate.
Notwithstanding the Assumption, and notwithstanding that the Amended and Restated Loan Agreement amends and restates the Existing Loan Agreement, neither the Amended and Restated Loan Agreement nor the amendment and restatement of the other Loan Documents in connection with the Assumption shall constitute a novation of the Existing Loan Agreement or the other Loan Documents, and nothing herein shall be construed to alter or affect the priority of the liens created under the Existing Loan Agreement or the other Loan Documents.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
Sincerely,
PB CAPITAL CORPORATION, a Delaware
corporation, as Agent for Lenders
By: ____________________________
Name:
Title:
By: ____________________________
Name:
Title:
[Signatures Continue on the Following Page]
Acknowledged and Agreed:
KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company
| |
| By:
| KBS Limited Partnership, a
|
Delaware limited partnership, its manager
| |
| By:
| KBS Real Estate Investment Trust, Inc.,
|
a Maryland corporation, its sole general partner
| |
| Title:
| Chief Financial Officer
|
FIRST STATES INVESTORS 3300 B, L.P.,
a Delaware limited partnership
| |
| By:
| ________________________
|
| |
| Title:
| Chief Financial Officer
|
[Signatures Continue on the Following Page]
4
EACH OF THOSE CERTAIN ENTITIES
SET FORTH ON SCHEDULE I ATTACHED HERETO,
each a Delaware limited liability company
By: __________________________________
Name:
Title:
Schedule I
New Borrower
NFR ECP I – 3314 Dade City, LLC
NFR ECP I – 0000 Xxxxxxxx Xxxxxxxx, LLC
NFR ECP I – 3328 Kings Point, LLC
NFR ECP I – 3331 New Warrington Road, LLC
NFR ECP I – 3333 Okeechobee Turnpike, LLC
NFR ECP I – 0000 Xxxxx Xxxx Xxxxx, LLC
NFR ECP I – 3341 West Hollywood, LLC
NFR ECP I – 3342 Westward, LLC
NFR ECP I – 3343 Atlanta Ops Center, LLC
NFR ECP I – 3345 Columbus Main, LLC
NFR ECP I – 3346 Xxxxxx Main, LLC
NFR ECP I – 3348 Pikesville Branch, LLC
NFR ECP I – 3351 Burlington, LLC
NFR ECP I – 3353 Goldsboro, LLC
NFR ECP I – 0000 Xxxxxx Xxxxxx, LLC
NFR ECP I – 3357 Mortgage Center, LLC
NFR ECP I – 3362 West End Center, LLC
NFR ECP I – 3365 Winston Salem, LLC
NFR ECP I – 3368 Haddon Township, LLC
NFR ECP I – 0000 Xxxx Xxxxxx Office, LLC
NFR ECP I – 3371 Morristown Office, LLC
NFR ECP I – 3376 Red Bank Main Office, LLC
NFR ECP I – 3380 Trenton Brunswick, LLC
NFR ECP I – 0000 Xxxxxxxxx Xxxxxx, LLC
NFR ECP I – 3393 Media Office, LLC
NFR ECP I – 3401 Plaza, LLC
NFR ECP I – 3405 West Xxxxxxx Office, LLC
NFR ECP I – 3408 York Square, LLC
NFR ECP I – 3411 Bennettsville Main, LLC
NFR ECP I – 3413 Charleston 16 Broad, LLC
NFR ECP I – 3415 Columbia Greystone, LLC
NFR ECP I – 3420 Amherst South Main, LLC
NFR ECP I – 3422 Blacksburg, LLC
NFR ECP I – 3423 Brookneal, LLC
NFR ECP I – 3425 Christiansburg Main, LLC
NFR ECP I – 3427 Clintwood, LLC
NFR ECP I – 0000 Xxxxxx Xxxxxx Office, LLC
NFR ECP I – 3433 VA Beach, LLC
NFR ECP I – 3438 WVOC Four Story, LLC
NFR ECP I – 3441 West End Center, LLC
