THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CSP OPERATING PARTNERSHIP, LP Dated as of December 17, 2015Gramercy Property Trust • December 18th, 2015 • Real estate investment trusts • Delaware
THIS THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CSP OPERATING PARTNERSHIP (this “Amendment”), dated as of December 17, 2015, is hereby adopted by Gramercy Property Trust, a Maryland real estate investment trust (defined in the Agreement, hereinafter defined, as the “General Partner”), as the general partner of CSP Operating Partnership, LP, a Delaware limited partnership (the “Partnership”). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Third Amended and Restated Agreement of Limited Partnership of CSP Operating Partnership, LP, effective as of May 1, 2012, as amended by (i) the First Amendment to the Third Amended and Restated Agreement of Limited Partnership of CSP Operating Partnership, LP, dated as of July 1, 2012, and (ii) the Second Amendment to the Third Amended and Restated Agreement of Limited Partnership of CSP Operating Partnership, LP, dated as of December 1
CSP OPERATING PARTNERSHIP, LP (TO BE RENAMED GPT OPERATING PARTNERSHIP LP UPON CONSUMMATION OF THE MERGER) GPT PROPERTY TRUST LP 4.97% GUARANTEED SENIOR NOTES DUE DECEMBER 17, 2024 GUARANTEED BY: CHAMBERS STREET PROPERTIES (TO BE RENAMED GRAMERCY...Note Purchase and Guarantee Agreement • December 18th, 2015 • Gramercy Property Trust • Real estate investment trusts • New York
Each of CSP Operating Partnership, LP, a Delaware limited partnership (to be renamed GPT Operating Partnership LP upon consummation of the Merger, together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), GPT Property Trust LP, a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, “GPT Property Trust” and, together with the Company, collectively, the “Issuers”), and Chambers Street Properties, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the Merger, together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Parent Guarantor” and, together with the Issuers, collectively, the “Obligors”), agrees with each of the Purchasers as follows:
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 18th, 2015 • Gramercy Property Trust • Real estate investment trusts • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of December 17, 2015, among GPT Property Trust LP, a Delaware limited partnership (the “Issuer”), Gramercy Property Trust (formerly known as Chambers Street Properties), a Maryland real estate investment trust (“New Gramercy”), Columbus Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of New Gramercy (“New Parent Guarantor”) and U.S. Bank National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
Capital One, National Association TERM LOAN AGREEMENT dated as of December 17, 2015 among CSP OPERATING PARTNERSHIP, LP (to be renamed GPT Operating Partnership, LP upon consummation of the Merger), as a Borrower GPT PROPERTY TRUST LP, as a Borrower...Term Loan Agreement • December 18th, 2015 • Gramercy Property Trust • Real estate investment trusts • New York
TERM LOAN AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 17, 2015, among CSP OPERATING PARTNERSHIP LP, a Delaware limited partnership (to be renamed GPT Operating Partnership LP upon consummation of the Merger (as defined below)), GPT PROPERTY TRUST LP, a Delaware limited partnership, CHAMBERS STREET PROPERTIES, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the Merger), the LENDERS party hereto, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 18th, 2015 • Gramercy Property Trust • Real estate investment trusts • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into as of this 17th day of December, 2015 by and between Gramercy Property Trust Inc., a Maryland corporation (“Gramercy”), and Gramercy Property Trust (formerly known as Chamber Street Properties), a Maryland real estate investment trust (“New Gramercy”).
Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership of CSP Operating Partnership, LPGramercy Property Trust • December 18th, 2015 • Real estate investment trusts
This Amendment No. 2 (this “Amendment”), dated as of December 15, 2015, is hereby adopted by Chambers Street Properties, a Maryland real estate investment trust (the “General Partner”), as the general partner of CSP Operating Partnership, LP, a Delaware limited partnership (the “Partnership”). Capitalized terms used herein and not defined shall have the meanings given to them in the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April 27, 2012 (as amended from time to time, the “Agreement”).
J.P. Morgan REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of December 17, 2015 among CSP OPERATING PARTNERSHIP, LP (to be renamed GPT Operating Partnership LP upon consummation of the Merger), as a Borrower GPT PROPERTY TRUST LP, as a Borrower...Credit and Term Loan Agreement • December 18th, 2015 • Gramercy Property Trust • Real estate investment trusts • New York
REVOLVING CREDIT AND TERM LOAN AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 17, 2015, among CSP OPERATING PARTNERSHIP, LP, a Delaware limited partnership (to be renamed GPT Operating Partnership LP upon consummation of the Merger (as defined below)), GPT PROPERTY TRUST LP, a Delaware limited partnership, CHAMBERS STREET PROPERTIES, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the Merger), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
