FIXED RATE NOTELoan Agreement • August 30th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, EMPORIA PARTNERS, LLC, a Delaware limited liability company, (hereinafter referred to as “Borrower”), promises to pay to the order of JPMORGAN CHASE BANK, a New York banking corporation, its successors and assigns (hereinafter referred to as “Lender”), at the office of Lender or its agent, designee, or assignee at 270 Park Avenue, New York, New York 10017, Attention: Loan Servicing, or at such place as Lender or its agent, designee, or assignee may from time to time designate in writing, the principal sum of SIX MILLION NINE HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS ($6,930,000.00), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance from time to time outstanding at the Applicable Interest Rate (hereinafter defined) at all times prior to the occurrence of an Event of Default (as defined in the Security Instrument [hereinafter defined]), and to be paid in installments as set forth below. Unless otherw
GUARANTYGuaranty • August 30th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts
THIS GUARANTY (“Guaranty”) is executed as of August 27, 2010, by THE GC NET LEASE REIT OPERATING PARTNERSHIP, a Delaware limited partnership (“Guarantor”), for the benefit of BANK OF AMERICA, N.A. (SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION), AS TRUSTEE FOR THE REGISTERED HOLDERS OF J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-CIBC7 (“Lender”).
TAX PROTECTION AGREEMENTTax Protection Agreement • August 30th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts • California
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of August 27, 2010 by and among THE GC NET LEASE REIT, INC. (the “REIT”), THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P. (the “Partnership”), KEVIN A. SHIELDS, DON G. PESCARA, and DAVID C. RUPERT (each a “Protected Partner” and, collectively, the “Protected Partners”).
CONTRIBUTION AGREEMENT EMPORIA PROPERTYContribution Agreement • August 30th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 27, 2010 by and among The GC Net Lease REIT Operating Partnership, L.P. (the “Operating Partnership”), Emporia Acquisitions, LLC, Kevin A. Shields, Don G. Pescara, and David C. Rupert (each, a “Contributor” and, collectively, the “Contributors”).
LEASE by and between EMPORIA PARTNERS, LLC a Delaware limited liability company, as LESSOR AND HOPKINS ENTERPRISES, INC., a Delaware corporation as LESSEE January 3, 2001Lease Agreement • August 30th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts
LEASE (this “Lease”) is dated as of the 3rd day of January, 2001 (the “Effective Date”), and is between Emporia Partners, LLC, a Delaware limited liability company (“Lessor”), having an address at 3421 Manhattan Avenue, Manhattan Beach, CA 90266 and Hopkins Enterprises, Inc., a Delaware corporation (“Lessee”), having its principal office at 428 Peyton Street, Emporia, Kansas, 66801.
EMPORIA PARTNERS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 30th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts • Delaware
This Amended and Restated Limited Liability Company Agreement (“Agreement”) of EMPORIA PARTNERS, LLC (the “Company”) is entered into and shall be effective as of August 11, 2003, by and among EMPORIA ACQUISITIONS, LLC, a Delaware limited liability company (“EALLC”), KEVIN A. SHIELDS (“Shields”), DON G. PESCARA (“Pescara”), DAVID C. RUPERT (“Rupert”) and HOPKINS ENTERPRISES, INC., a Delaware corporation (“Hopkins”) (collectively, the “Members”) pursuant to the provisions of the Delaware Limited Liability Company Act (the “Act”). This Agreement amends and restates the original Limited Liability Company Agreement of Emporia Partners, LLC, dated as of January 3, 2002 among EALLC, Shields, Pescara, Rupert and Bret A. Broaddus (“Broaddus”) and Alan Shaw (“Shaw”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF EMPORIA PARTNERS, LLCLimited Liability Company Agreement • August 30th, 2010 • Gc Net Lease Reit, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF EMPORIA PARTNERS, LLC, a Delaware limited liability company (“First Amendment”), is dated as of August 27, 2010, and is (a) adopted by the Manager described in the Limited Liability Company Agreement (as defined below) and (b) executed and agreed to by the Manager, Member and Special Member (as defined below). Capitalized terms used in this First Amendment, but not otherwise defined in this First Amendment have the definitions given to those terms in the Limited Liability Company Agreement.
