CONTROLLED EQUITY OFFERINGSM SALES AGREEMENTAsset Servicing Agreement • May 10th, 2006 • Gramercy Capital Corp • Real estate investment trusts • New York
GRAMERCY CAPITAL CORP., a Maryland corporation (the “Company”), GKK Capital LP, a Delaware limited partnership (the “Operating Partnership”), and GKK Manager, LLC, a Delaware limited liability company and the manager of the Company and the Operating Partnership (together with its affiliates, the “Manager”) confirms their respective agreements (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:
THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • May 10th, 2006 • Gramercy Capital Corp • Real estate investment trusts • New York
THIS THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of March __, 2006 (this “Amendment”) by and among Goldman Sachs Mortgage Company, as a buyer (“GSMC”), Gramercy Warehouse Funding II LLC, as a seller (“Gramercy”) and GKK Trading Warehouse II LLC, as a seller (“GKK” and together with Gramercy, collectively, “Seller”), amends that certain Master Repurchase Agreement, dated as of January 3, 2005, as amended by that certain First Amendment to Master Repurchase Agreement dated as of June 30, 2005 and that Second Amendment to Master Repurchase Agreement, dated as of August __, 2005 (as amended, the “Repurchase Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Repurchase Agreement.
AMENDED and RESTATED OUTSOURCE AGREEMENTOutsource Agreement • May 10th, 2006 • Gramercy Capital Corp • Real estate investment trusts • New York
THIS AMENDED and RESTATED OUTSOURCE AGREEMENT (this “Agreement”), dated as of April 19, 2006, is made by and between GKK Manager LLC, a Delaware limited liability company (the “Manager”), and SL Green Operating Partnership, L.P., a Delaware limited partnership (“SL Green”).
PRICING LETTER (SECOND AMENDED AND RESTATED MASTER REPURCHASE FACILITY) March 21, 2006Gramercy Capital Corp • May 10th, 2006 • Real estate investment trusts • Delaware
Re: Second Amended and Restated Master Repurchase Agreement, dated as of April 21, 2005 (as the same may be amended, restated, supplement or otherwise modified and in effect from time to time the “Repurchase Agreement”), by the among GRAMERCY WAREHOUSE FUNDING I LLC (“GWF-I”) and the additional sellers from time to time parties thereto (the “Additional Sellers”, together with GWF-I, collectively, the “Sellers”, each, a “Seller”), the buyers from time to time parties thereto (collectively, the “Buyers” each, a “Buyer”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as agent for the Buyers (in such capacity, the “Agent”), with Wachovia Capital Markets, LLC, as the Sole Lead Arranger.
