ADVISORY AGREEMENT between KBS REAL ESTATE INVESTMENT TRUST, INC. and KBS CAPITAL ADVISORS LLC November 8, 2008Advisory Agreement • November 14th, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
This Advisory Agreement, dated as of November 8, 2008 (the “Agreement”), is between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).
PARENT GUARANTY AND INDEMNITYParent Guaranty and Indemnity • November 14th, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This PARENT GUARANTY AND INDEMNITY, dated as of August 22, 2008 (this “Guaranty”), is made and entered into by KBS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation that has elected to be taxed as a real estate investment trust (“Guarantor”), whose address is c/o KBS Capital Advisors, LLC, 620 Newport Center Drive, Suite 1300, Newport Beach, CA 92660 for the benefit of CITIGROUP FINANCIAL PRODUCTS INC., a Delaware corporation (“Buyer”), whose address is 388 Greenwich Street, New York, New York 10013.
AMENDED AND RESTATED SENIOR MEZZANINE LOAN AGREEMENT Originally Closed on April 1, 2008 Amendment Effective as of August 22, 2008 between THE BORROWERS NAMED HEREIN collectively, as Borrower and THE LENDERS NAMED HEREIN collectively, as LenderSenior Mezzanine Loan Agreement • November 14th, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Amended and Restated Senior Mezzanine Loan Agreement (this “Agreement”) is effective as of August 22, 2008 (“Effective Date”) and is between GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“GSMC”), as successor in interest to Goldman Sachs Commercial Mortgage Capital, L.P. (“GSCMC”), and CITICORP NORTH AMERICA, INC., a New York corporation (“Citigroup” and, together with GSMC and their respective successors and assigns, including any lawful holder of any portion of the Indebtedness (as hereinafter defined) collectively, “Lender”), as lender, and each REQUIRED EQUITY PLEDGOR (as hereinafter defined), AMERICAN FINANCIAL REALTY TRUST, a Maryland real estate investment trust (“AFRT”), GKK STARS ACQUISITION LLC, a Delaware limited liability company (“AFRT Owner”), FIRST STATES GROUP, L.P., a Delaware limited partnership (“Operating Partnership”), FIRST STATES GROUP, LLC, a Delaware limited liability company (“Operating Partnership GP” and together with Operating Partner
INTERCREDITOR AGREEMENT by and among GOLDMAN SACHS MORTGAGE COMPANY CITICORP NORTH AMERICA, INC. and SLG STARS MORTGAGE LOAN LLC collectively, as Senior Lender GOLDMAN SACHS MORTGAGE COMPANY and CITICORP NORTH AMERICA, INC. collectively, as Senior...Intercreditor Agreement • November 14th, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of August 22, 2008 by and among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“GSMC”), CITICORP NORTH AMERICA, INC., a New York corporation (“Citigroup”), and SLG STARS MORTGAGE LOAN LLC (successor-in-interest to SL Greene Realty Corp.), a Delaware limited liability company (“SL Green Senior”), collectively as senior lender (in such capacity, “Senior Lender”), GSMC and Citigroup collectively as senior mezzanine lender (in such capacity, “Senior Mezzanine Lender”) and GSMC, Citigroup and SLG STARS MEZZ LOAN LLC (successor-in-interest to SL Greene Realty Corp.), a Delaware limited liability company (“SL Green Junior”), collectively as junior mezzanine lender (in such capacity, “Junior Mezzanine Lender”). The Senior Mezzanine Lender and Junior Mezzanine Lender are each a “Mezzanine Lender” and, collectively, “Mezzanine Lenders”.
MASTER REPURCHASE AGREEMENT Dated as of August 22, 2008 KBS GKK PARTICIPATION HOLDINGS II, LLC, as Seller and CITIGROUP FINANCIAL PRODUCTS INC., as BuyerMaster Repurchase Agreement • November 14th, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT dated as of August 22, 2008 (the “Agreement”), between KBS GKK PARTICIPATION HOLDINGS II, LLC, a Delaware limited liability company (“Seller”) and CITIGROUP FINANCIAL PRODUCTS INC., a Delaware corporation (“Buyer”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 14th, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of August 22, 2008 is entered into by and between Goldman Sachs Mortgage Company (“GS”) and Citicorp North America, Inc. (“Citi”; together with GS, collectively, “Assignor”) and KBS Debt Holdings, LLC (“Assignee”).
PARTICIPATION AGREEMENT (GKK/AFR Senior Mezzanine Loan)Participation Agreement • November 14th, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS PARTICIPATION AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2008 by and among KBS DEBT HOLDINGS, LLC, a Delaware limited liability company (the “Original Lender”), in its capacity as issuer of the Participation Interests (as hereinafter defined) and as original lender under the Loan Documents (as hereinafter defined), KBS GKK PARTICIPATION HOLDINGS I, LLC, a Delaware limited liability company, as a participant (together with its permitted successors and assigns, “Participant A”), KBS GKK PARTICIPATION HOLDINGS II, LLC, a Delaware limited liability company, as a participant (together with its permitted successors and assigns, “Participant B”; each of Participant B and Participant A are sometimes individually referred to herein as a “Participant” and collectively as the “Participants”), and ARCHON GROUP, L.P., a Delaware limited partnership, as servicer.
AMENDMENT NO. 6 TO THE ADVISORY AGREEMENTAdvisory Agreement • November 14th, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This amendment no. 6 to the Advisory Agreement dated as of November 8, 2007 (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 October 21, 2008 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.
