GRAMERCY PROPERTY TRUST Common Shares (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: January 6, 2017Equity Distribution Agreement • January 6th, 2017 • Gramercy Property Trust • Real estate investment trusts • New York
Gramercy Property Trust, a Maryland real estate investment trust (the “Company”), and GPT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), each confirms its agreement (this “Agreement”) with [•] (the “Sales Agent”), as follows:
CREDIT AGREEMENT Dated as of September 13, 2012 by and among CSP OPERATING PARTNERSHIP, LP,Credit Agreement • September 19th, 2012 • Chambers Street Properties • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of September 13, 2012 by and among CSP OPERATING PARTNERSHIP, LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), CHAMBERS STREET PROPERTIES, a real estate investment trust formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions that are party hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) and Issuing Bank, with WELLS FARGO SECURITIES, LLC and RBC CAPITAL MARKETS, as Joint Lead Arrangers (in such capacities, the “Joint Lead Arrangers”) and Joint Bookrunners (in such capacities, the “Joint Bookrunners”), ROYAL BANK OF CANADA, as Syndication Agent (the “Syndication Agent”), BANK OF MONTREAL, BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., REGIONS BANK and TD BANK, N.A., as a Documentation Agent (each a “Documentation Agent”).
MANAGING DEALER AGREEMENT CB RICHARD ELLIS REALTY TRUSTManaging Dealer Agreement • February 5th, 2009 • Cb Richard Ellis Realty Trust • Real estate investment trusts • New York
THIS MANAGING DEALER AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of January, 2009, between CB RICHARD ELLIS REALTY TRUST, a Maryland real estate investment trust (the “Company”) and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).
TERM LOAN AGREEMENT Dated as of March 7, 2013 by and among CSP OPERATING PARTNERSHIP, LP, as Borrower, CHAMBERS STREET PROPERTIES, as Parent, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Term Loan Agreement • March 13th, 2013 • Chambers Street Properties • Real estate investment trusts • New York
THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of March 7, 2013 by and among CSP OPERATING PARTNERSHIP, LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), CHAMBERS STREET PROPERTIES, a real estate investment trust formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions that are party hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with WELLS FARGO SECURITIES, LLC as Lead Arranger (in such capacity, the “Lead Arranger”) and Bookrunner, and each of BANK OF MONTREAL, JP MORGAN CHASE BANK, N.A., and REGIONS BANK, as a Documentation Agent (each, a “Documentation Agent”).
CB RICHARD ELLIS REALTY TRUST UP TO $3,000,000,000 IN SHARES OF COMMON SHARES OF BENEFICIAL INTEREST SELECTED DEALER AGREEMENT February 12, 2009Selected Dealer Agreement • February 18th, 2009 • Cb Richard Ellis Realty Trust • Real estate investment trusts
CB Richard Ellis Realty Trust, a Maryland real estate investment trust (the “Company”), CNL Securities Corp., a Florida corporation (the “Dealer Manager”), CBRE Advisors LLC, a Delaware limited liability company (the “Advisor”) and CB Richard Ellis Investors, LLC, a Delaware limited liability company (the “Sponsor”), hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”), as follows:
GRAMERCY PROPERTY TRUST 9,000,000 COMMON SHARES OF BENEFICIAL INTEREST, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT April 20, 2017Underwriting Agreement • April 26th, 2017 • Gramercy Property Trust • Real estate investment trusts • New York
The undersigned understands that Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (the “Managers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gramercy Property Trust, a Maryland real estate investment trust (the “Company”), and GPT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of (the “Shares”) common shares of beneficial interest, $0.01 par value per share, of the Company (the “Common Shares”).
CB RICHARD ELLIS REALTY TRUST 2004 EQUITY INCENTIVE PLAN SHARE AWARD AGREEMENT --------------------- AGREEMENT by and between CB Richard Ellis Realty Trust, a Maryland real estate investment trust (the "Company") and Charles E. Black (the "Grantee"),...Share Award Agreement • June 21st, 2011 • Cb Richard Ellis Realty Trust • Real estate investment trusts • Maryland
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBRE OPERATING PARTNERSHIP, L.P. Dated as of January 30, 2009Agreement • February 5th, 2009 • Cb Richard Ellis Realty Trust • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of January 30, 2009, is entered into by and among CB Richard Ellis Realty Trust, a Maryland real estate investment trust, as the General Partner of and a Limited Partner in CBRE Operating Partnership, L.P., and the Persons (as defined below) whose names are set forth on Exhibit A, as attached hereto (as it may be amended from time to time).
THIRD AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • December 23rd, 2010 • Cb Richard Ellis Realty Trust • Real estate investment trusts • New York
THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of December 21, 2010 is made and entered into among CB RICHARD ELLIS REALTY TRUST, a Maryland real estate investment trust (the “Company”), CBRE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”) and CBRE ADVISORS LLC, a Delaware limited liability company (the “Advisor”).
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPT OPERATING PARTNERSHIP LPGramercy Property Trust • August 4th, 2016 • Real estate investment trusts • Delaware
DATED AS OF APRIL 27, 2012 CBRE OPERATING PARTNERSHIP, L.P. THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPCb Richard Ellis Realty Trust • April 30th, 2012 • Real estate investment trusts • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of April 27, 2012, effective as of May 1, 2012 is entered into by and among CB RICHARD ELLIS REALTY TRUST, a Maryland real estate investment trust, as the General Partner of and a Limited Partner in CBRE Operating Partnership, L.P., and the Persons (as defined below) whose names are set forth on Exhibit A, as attached hereto (as it may be amended from time to time).
CHAMBERS STREET PROPERTIES Up to $250,000,000 Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 7th, 2013 • Chambers Street Properties • Real estate investment trusts • New York
Chambers Street Properties, a Maryland real estate investment trust (the “Company”), and CSP Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), each confirms its agreement (this “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BAML”), as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 1st, 2012 • Chambers Street Properties • Real estate investment trusts • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is entered into this 25th day of September, 2012 effective as of the 1st day of July, 2012, by and between CHAMBERS STREET PROPERTIES, a Maryland real estate investment trust, with its principal place of business at 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542 (the “Company”), CSP OPERATING PARTNERSHIP, L.P., a Delaware limited partnership with its principal place of business at 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542 (the “OP”) and JACK CUNEO, an individual resident of the State of New Jersey (“Executive”).
CHAMBERS STREET PROPERTIES INDEMNIFICATION AGREEMENTIndemnification Agreement • July 5th, 2012 • Chambers Street Properties • Real estate investment trusts • Maryland
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into on July 3, 2012 by and between Chambers Street Properties, a Maryland real estate investment trust (the “Trust”), and Louis P. Salvatore (the “Indemnitee”).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BY AND BETWEEN AOL INC., A DELAWARE CORPORATION AS SELLER AND RT PACIFIC BLVD, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS PURCHASER OCTOBER 29, 2010 PROPERTY LOCATED AT: 22110, 22260, 22265, 22270...Agreement for Purchase and Sale • November 12th, 2010 • Cb Richard Ellis Realty Trust • Real estate investment trusts • Virginia
This Agreement for Purchase and Sale of Real Property (this “Agreement”) is made and entered into as of the 29th day of October, 2010 (the “Effective Date”) by and between AOL Inc., a Delaware corporation (“Seller”), and RT Pacific Blvd, LLC, a Delaware limited liability company (“Purchaser”).
AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT Dated as of September 26, 2013 by and among CSP OPERATING PARTNERSHIP, LP,And Consolidated Credit Agreement • October 1st, 2013 • Chambers Street Properties • Real estate investment trusts • New York
THIS AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT (this “Agreement”) dated as of September 26, 2013 by and among CSP OPERATING PARTNERSHIP, LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), CHAMBERS STREET PROPERTIES, a real estate investment trust formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions that are party hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) and Issuing Bank, with WELLS FARGO SECURITIES, LLC and RBC CAPITAL MARKETS, as Joint Lead Arrangers (in such capacities, the “Joint Lead Arrangers”) and Joint Bookrunners (in such capacities, the “Joint Bookrunners”), ROYAL BANK OF CANADA, as Syndication Agent (the “Syndication Agent”), and each of BANK OF AMERICA, N.A., BANK OF MONTREAL, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A., REGIONS BANK, and UNION BANK, N.A., as a Documentation Agent (each a “Documentation A
DUKE/HULFISH, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 23rd, 2010 • Cb Richard Ellis Realty Trust • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of DUKE/HULFISH, LLC (the “Company”), made as of the 17th day of December, 2010 (the “Effective Date”), by and between CBRE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “CBRE Member”), and DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (the “Duke Member”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 23rd, 2015 • Chambers Street Properties • Real estate investment trusts
This First Amendment, dated as of November 23, 2015, (this “Amendment”), is to the Agreement and Plan of Merger, dated as of July 1, 2015 (the “Agreement”), by and among Chambers Street Properties, a Maryland real estate investment trust (“Parent”), Columbus Merger Sub, LLC, a Maryland limited liability company and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Gramercy Property Trust Inc., a Maryland corporation (the “Company”). The capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • June 29th, 2017 • Gramercy Property Trust • Real estate investment trusts • New York
This Amendment to the Employment and Noncompetition Agreement (this “Amendment”), effective as of June 23, 2017, is made by and between Gramercy Property Trust (f/k/a Chambers Street Properties), a Maryland real estate investment trust (the “Employer”), as successor to Gramercy Property Trust, Inc. (f/k/a Gramercy Capital Corp.), a Maryland corporation (the “Original Employer”), and Nicholas Pell (“Executive”).
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2014 • Chambers Street Properties • Real estate investment trusts • Maryland
This AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this __ day of _____, 2014 by and between Chambers Street Properties, a Maryland real estate investment trust (the “Trust”), and _______ (the “Indemnitee”).
DATED 10 June 2010Shareholders’ Agreement • August 13th, 2010 • Cb Richard Ellis Realty Trust • Real estate investment trusts • Jersey
AGREEMENT OF SALEAgreement of Sale • November 12th, 2010 • Cb Richard Ellis Realty Trust • Real estate investment trusts • New Jersey
AGREEMENT OF SALE (this “Agreement”), dated as of October 15, 2010, between 70 HUDSON STREET, L.L.C., a New Jersey limited liability company, having an address c/o Hartz Mountain Industries, 400 Plaza Drive, Secaucus, New Jersey 07096 (“70 Hudson”) and 70 HUDSON STREET URBAN RENEWAL ASSOCIATES, L.L.C., a New Jersey limited liability company, having an address c/o Hartz Mountain Industries, 400 Plaza Drive, Secaucus, New Jersey 07096 (“70 Urban”) (70 Hudson and 70 Urban are collectively referred to herein sometimes as “Seller”) and RT 70 HUDSON, LLC, a Delaware limited liability company, or its assignee as herein provided, having an address at c/o CB Richard Ellis Realty Trust, 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542 (“Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among CHAMBERS STREET PROPERTIES, COLUMBUS MERGER SUB, LLC and GRAMERCY PROPERTY TRUST INC. dated as of July 1, 2015Agreement and Plan of Merger • July 1st, 2015 • Chambers Street Properties • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated July 1, 2015, is by and among Chambers Street Properties, a Maryland real estate investment trust (“Parent”), Columbus Merger Sub, LLC, a Maryland limited liability company and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Gramercy Property Trust Inc., a Maryland corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”. All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 1.1 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.
PURCHASE & SALE AGREEMENTSale Agreement • July 9th, 2007 • Cb Richard Ellis Realty Trust • Real estate investment trusts • South Carolina
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 8, 2008 Among CBRE OPERATING PARTNERSHIP, L.P. as Borrower, CB RICHARD ELLIS REALTY TRUST, as Trust, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party Hereto BANC OF...Credit Agreement • August 14th, 2008 • Cb Richard Ellis Realty Trust • Real estate investment trusts • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 8, 2008, among CBRE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), CB RICHARD ELLIS REALTY TRUST, a Maryland real estate investment trust (“Trust”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
CHAMBERS STREET PROPERTIES AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN AMENDED AND RESTATED FORM OF SHARE AWARD AGREEMENTForm of Share Award Agreement • July 5th, 2012 • Chambers Street Properties • Real estate investment trusts • Maryland
AGREEMENT by and between Chambers Street Properties, a Maryland real estate investment trust (the “Company”) and (the “Grantee”), dated as of the day of , 20 .
CB RICHARD ELLIS REALTY TRUSTCb Richard Ellis Realty Trust • February 18th, 2009 • Real estate investment trusts • New York
Reference is made to that certain selected dealer agreement (the “Selected Dealer Agreement”), dated February 12, 2009, by and among CB Richard Ellis Realty Trust, a Maryland real estate investment trust (the “Company”), CNL Securities Corp., a Florida corporation (the “Dealer Manager”), CBRE Advisors LLC, a Delaware limited liability company, CB Richard Ellis Investors, LLC, a Delaware limited liability company (the “Sponsor”), and Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”).
MEMORANDUM OF RETIREMENTMemorandum of Retirement • November 10th, 2014 • Chambers Street Properties • Real estate investment trusts
This Memorandum of Retirement (“Memorandum”) sets forth the terms of Jack Cuneo’s (“Cuneo”) retirement as Chief Executive Officer and President of Chambers Street Properties (the “Company”) and CSP Operating Partnership, L.P. (the “OP”) (Cuneo, the Company, and the OP shall be collectively referred to herein as the “Parties”). All capitalized terms in this Memorandum that are not specifically defined herein shall have the meaning given them in Cuneo’s Executive Employment Agreement dated the 25th of September 2012 (“Employment Agreement”) and, except as modified herein, the Employment Agreement will continue in full force and effect.
LICENSE AGREEMENTLicense Agreement • October 27th, 2005 • Cb Richard Ellis Realty Trust • Real estate investment trusts • California
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of July 19, 2005 (the “Effective Date”), by and between CB Richard Ellis, Inc., a Delaware corporation (“CBRE”), CB Richard Ellis of California, Inc., a Delaware corporation (“CBRE Cal”) (CBRE and CBRE Cal are hereinafter referred to separately and collectively as “Licensor”), and CB Richard Ellis Realty Trust, a Maryland real estate investment trust (“Licensee”), with reference to the mark “CB Richard Ellis” (the “Mark”).
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
AGREEMENT OF SALE AND PURCHASE BETWEEN Deerfield Commons I LLC, a Delaware limited liability company as Seller AND RT Deerfield I, LLC, a Delaware limited liability company as Purchaser pertaining to Deerfield Commons I, Fulton County, Georgia...Agreement of Sale and Purchase • May 11th, 2006 • Cb Richard Ellis Realty Trust • Real estate investment trusts • Georgia
THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”) is entered into and effective for all purposes as of May 10, 2005 (the “Effective Date”), by and between DEERFIELD COMMONS I LLC, a Delaware limited liability company (“Seller”), and RT DEERFIELD I, LLC, a Delaware limited liability company, (“Purchaser”).
CHAMBERS STREET PROPERTIES FORM OF LIQUIDITY EVENT SHARE AWARD AGREEMENTEvent Share Award Agreement • June 26th, 2013 • Chambers Street Properties • Real estate investment trusts • Maryland
This Liquidity Event Share Award Agreement (this “Agreement”) is by and between Chambers Street Properties, a Maryland real estate investment trust (the “Company”), and [ ] (the “Grantee”), dated the day of , 2013 (the “Award Date”).
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”).
RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • January 9th, 2015 • Chambers Street Properties • Real estate investment trusts
