KBS REAL ESTATE INVESTMENT TRUST, INC. UP TO 280,000,000 SHARES OF COMMON STOCK SELECTED DEALER AGREEMENT April 16, 2007Selected Dealer Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
Each of KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), KBS Capital Markets Group LLC, a California limited liability company (the “Dealer Manager”), KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), and KBS Holdings LLC, a Delaware limited liability company (the “Sponsor”), hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”), as follows:
AMENDMENT NO.3 TO ADVISORY AGREEMENTAdvisory Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This amendment no. 3 to the Advisory Agreement dated as of November 8, 2006 (the “Advisory Agreement”) between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of May 9, 2007 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”) and KBS INDUSTRIAL PORTFOLIO (MI), LLC (“Assignee”), as of June 29, 2007 (“Effective Date”).
AMENDED AND RESTATED PARTICIPATION AGREEMENT Dated as of June 28, 2007 by and among AIG Annuity Insurance Company (Participation A-1 Holder), KBS Tribeca Summit, LLC (Participation A-2 Holder), AIG Mortgage Capital, LLC (Participation IO A-1 Holder),...Participation Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT (the “Agreement”), dated as of June 28, 2007, by and among AIG Annuity Insurance Company, a Texas corporation (“AIG Annuity”), as the initial holder of Participation A-1 (the “Initial Participation A-1 Holder”), KBS Tribeca Summit, LLC, a Delaware limited liability company (“KBS”), as the initial holder of Participation A-2 (the “Initial Participation A-2 Holder”), AIG Mortgage Capital, LLC, a Delaware limited liability company (“AIGMC”), as the initial holder of Participation IO A-1 (the “Initial Participation IO A-1 Holder”), and KBS, as the initial holder of Participation IO A-2 (the “Initial Participation IO A-2 Holder”).
PURCHASE AGREEMENTPurchase Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Texas
THIS PURCHASE AGREEMENT (“Agreement”) is made as of June 1, 2007, by and between MBS ARLINGTON LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Purchaser”).
PURCHASE AGREEMENTPurchase Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Minnesota
THIS PURCHASE AGREEMENT (“Agreement”) is made as of June 1, 2007, by and between OPUS REAL ESTATE VI LIMITED PARTNERSHIP, a Delaware limited partnership (“Partnership”) and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Purchaser”).
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”), dated as of June 12, 2007 (the “Effective Date”), is made by and among SC BRIDGEWAY, INC., a California corporation (the “Seller”), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (the “Purchaser”), and CHICAGO TITLE INSURANCE COMPANY, a Missouri corporation (the “Escrow Holder” or the “Title Company”). Capitalized terms used herein shall have the meanings ascribed to such words in this Agreement.
ADDITIONAL SECOND MEZZANINE LOAN NOTEAdditional Second Mezzanine Loan Note • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
FOR VALUE RECEIVED, 415 GREENWICH MEZZANINE OWNER LLC, a Delaware limited liability company, as maker, having its principal place of business at 155 East 55th Street, Suite 6D, New York, New York 10022 (“Borrower”), hereby unconditionally promises to pay to the order of KBS TRIBECA SUMMIT, LLC, a Delaware limited liability company, as lender, having an address at c/o KBS Capital Advisors LLC, 620 Newport Center Drive, Suite 1300, Newport Beach, California 92660 (“Lender”), or at such other place, as the holder hereof may from time to time designate in writing, the principal sum of THIRTY-ONE MILLION TWO HUNDRED TWENTY-FOUR THOUSAND ONE HUNDRED THIRTY AND 67/100 DOLLARS ($31,224,130.67), or so much thereof as is advanced, in lawful money of the United States of America, with interest thereon to be computed from the date of this Additional Second Mezzanine Loan Note (this “Additional Note”) at the rate of twenty-five percent (25%) per annum, and to be paid in accordance with the terms of
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Georgia
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of the 18th day of May, 2007 (the “Effective Date”), by and between FSP ROYAL RIDGE CORP., a Delaware corporation (“Seller”) and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Buyer”). CHICAGO TITLE INSURANCE COMPANY (the “Escrow Agent”) joins in this Agreement for the limited purposes set forth in Section 15.
May 1, 2007 c/o Heritage Partners, LLC New York, New York 10022 Attention: Joel Silver c/o Heritage Partners, LLC New York, New York 10018 Attention: Ethan EldonSecond Mezzanine Loan Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Maryland
Reference is hereby made to that certain Second Mezzanine Loan Agreement (as amended, and as the same may be further amended, modified, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), dated as of February 28, 2006, by and between 415 Greenwich Mezzanine Owner LLC, a Delaware limited liability company (“Borrower”), and AIG Mortgage Capital, LLC, a Delaware limited liability company (“AIG”), which was assigned to KBS Tribeca Summit, LLC, a Delaware limited liability company (“Lender”) on July 18, 2006, as amended by that certain First Amendment to Second Mezzanine Loan Agreement, dated as of February 28, 2006, as further amended by that certain Second Amendment to Second Mezzanine Loan Agreement, dated as of July 18, 2006, as amended by that certain letter agreement dated December 28, 2006, by and among Borrower, Lender, Guarantor, First Mezzanine Borrower, First Mezzanine Lender, Mortgage Borrower and Mortgage Lender, and as further amend
PROMISSORY NOTE (Project Loan)Promissory Note • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
FOR VALUE RECEIVED, 415 GREENWICH FEE OWNER LLC, a Delaware limited liability company, as maker, having its principal place of business at 155 East 55th Street, Suite 6D, New York, New York 10022 (“Borrower”), hereby unconditionally promises to pay to the order of AIG ANNUITY INSURANCE COMPANY, a Texas corporation, as lender, having an address at 1999 Avenue of the Stars, 38th Floor, Century City, Los Angeles, California 90067-6022 (“Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of TWO MILLION EIGHT HUNDRED THIRTY-FIVE THOUSAND SIX HUNDRED EIGHTEEN AND NO/100 DOLLARS ($2,835,618.00) or so much thereof as is advanced, in lawful money of the United States of America, with interest thereon to be computed from the date of this Promissory Note (Project Loan) (this “Note”) at the Applicable Interest Rate, and to be paid in accordance with the terms of this Note and that certain Project Loan Agreement dated as of the date h
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (Project Loan)Mortgage, Assignment of Leases and Rents and Security Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Security Instrument”) is made as of this 1st day of May, 2007, between 415 GREENWICH FEE OWNER LLC, a Delaware limited liability company, having its principal place of business at 155 East 55th Street, Suite 6D, New York, New York 10022, as mortgagor (“Mortgagor”) and AIG ANNUITY INSURANCE COMPANY, a Texas corporation, having an address at 1999 Avenue of the Stars, 38th Floor, Century City, Los Angeles, California 90067-6022, as mortgagee (“Mortgagee”).
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”) and KBS INDUSTRIAL PORTFOLIO, LLC, a Delaware limited liability company (“Assignee”), as of June 29, 2007 (“Effective Date”).
CONSOLIDATED, AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (Building Loan)Mortgage Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONSOLIDATED, AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (BUILDING LOAN) (this “Security Instrument”) is made as of this 1st day of May, 2007, between 415 GREENWICH FEE OWNER LLC, a Delaware limited liability company, having its principal place of business at 155 East 55th Street, Suite 6D, New York, New York 10022, as mortgagor (“Mortgagor”) and AIG ANNUITY LIFE INSURANCE COMPANY, a Texas corporation, having an address at 1999 Avenue of the Stars, 38th Floor, Century City, Los Angeles, California 90067-6022, as mortgagee (“Mortgagee”).
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”) and KBS ROYAL RIDGE, LLC (“Assignee”), as of June 5, 2007 (“Effective Date”).
CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE (BUILDING LOAN)Promissory Note • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE (BUILDING LOAN) (this “Note”) is made this 1st day of May, 2007, by and between 415 GREENWICH FEE OWNER LLC, a Delaware limited liability company, as maker, having its principal place of business at 155 East 55th Street, Suite 6D, New York, New York 10022 (“Borrower”), hereby unconditionally promises to pay to the order of AIG ANNUITY INSURANCE COMPANY, a Texas corporation, as lender, having an address at 1999 Avenue of the Stars, 38th Floor, Century City, Los Angeles, California 90067-6022 (“Lender”).
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”), and KBS BRIDGEWAY TECHNOLOGY CENTER, LLC, a Delaware limited liability company (“Assignee”), as of June 13, 2007 (“Effective Date”).
AGREEMENT OF PURCHASE AND SALEPurchase and Sale Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth herein, as well as the sums to be paid by Buyer to Seller, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Buyer and Seller agree as follows:
AMENDED AND RESTATED INTERCREDITOR AGREEMENT by and among AIG ANNUITY INSURANCE COMPANY, as Senior Lender and SUNAMERICA LIFE INSURANCE COMPANY, as First Mezzanine Lender and KBS TRIBECA SUMMIT, LLC, as Second Mezzanine Lender Dated as of May 1, 2007Intercreditor Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this “Agreement”), dated as of May 1, 2007, by and among AIG ANNUITY INSURANCE COMPANY, a Texas corporation, having an address at 1999 Avenue of the Stars, 38th Floor, Los Angeles, California 90067 (“Senior Lender”), SUNAMERICA LIFE INSURANCE COMPANY, an Arizona corporation, having an address at 1999 Avenue of the Stars, 38th Floor, Los Angeles, California 90067 (“First Mezzanine Lender”), and KBS TRIBECA SUMMIT, LLC, a Delaware limited liability company, having an address at 620 Newport Center Drive, Suite 1300, Newport Beach, California 92660 (“Second Mezzanine Lender”). First Mezzanine Lender and Second Mezzanine Lender are each a “Junior Lender” and, collectively, “Junior Lenders”.
AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (Senior Loan)Mortgage, Assignment of Leases and Rents and Security Agreement • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Security Instrument”) is made as of this 1st day of May, 2007, between 415 GREENWICH FEE OWNER LLC, a Delaware limited liability company, having its principal place of business at 155 East 55th Street, Suite 6D, New York, New York 10022, as mortgagor (“Mortgagor”) and AIG ANNUITY INSURANCE COMPANY, a Texas corporation, having an address at 1999 Avenue of the Stars, 38th Floor, Century City, Los Angeles, California 90067-6022, as mortgagee (“Mortgagee”).
AMENDED AND RESTATED PROMISSORY NOTE (SENIOR LOAN)Promissory Note • July 3rd, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED PROMISSORY NOTE (SENIOR LOAN) (this “Note”) is made this 1st day of May, 2007, by and between 415 GREENWICH FEE OWNER LLC, a Delaware limited liability company, as maker, having its principal place of business at 155 East 55th Street, Suite 6D, New York, New York 10022 (“Borrower”), hereby unconditionally promises to pay to the order of AIG ANNUITY INSURANCE COMPANY, a Texas corporation, as lender, having an address at 1999 Avenue of the Stars, 38th Floor, Century City, Los Angeles, California 90067-6022 (“Lender”).
