0001104659-05-011661 Sample Contracts

Master Repurchase Agreement
Master Repurchase Agreement • March 17th, 2005 • Gramercy Capital Corp • Real estate investment trusts • New York
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ANNEX I to MASTER REPURCHASE AGREEMENT (GOLDMAN SACHS MORTGAGE COMPANY)
Master Repurchase Agreement • March 17th, 2005 • Gramercy Capital Corp • Real estate investment trusts

This Annex I forms a part of the Master Repurchase Agreement dated as of January 3, 2005 between Gramercy Warehouse Funding II LLC, as seller, and Goldman Sachs Mortgage Company, as buyer (together with Annex I, the “Agreement”). Capitalized terms used in this Annex I without definition shall have the respective meanings assigned to such terms in the Agreement. This Annex I is intended to supplement the Agreement and shall, wherever possible, be interpreted so as to be consistent with the Agreement; however, in the event of any conflict or inconsistency between the provisions of this Annex I, on the one hand, and the provisions of the Agreement, on the other, the provisions of this Annex I shall govern and control. All references in the Agreement and in this Annex I to “the Agreement” shall be deemed to mean and refer to the Agreement, as supplemented and modified by this Annex I or as otherwise modified after the date hereof.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 17th, 2005 • Gramercy Capital Corp • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is amended and restated as of December 3, 2004, and entered into by and among Gramercy Capital Corp., a Maryland corporation (the “Company”), and SL Green Operating Partnership, L.P., a Delaware limited partnership (the “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1 hereto.

EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment Agreement • March 17th, 2005 • Gramercy Capital Corp • Real estate investment trusts • New York

This EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is made as of the day of July, 2004 between Robert R. Foley (“Executive”) and GKK Manager LLC (the “Employer”).

EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment and Noncompetition Agreement • March 17th, 2005 • Gramercy Capital Corp • Real estate investment trusts • New York

This EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is made as of the day of July, 2004 between Hugh Hall (“Executive”) and GKK Manager LLC (the “Employer”).

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