0001144204-10-013258 Sample Contracts

AMENDMENT TO JUNIOR MEZZANINE LOAN AGREEMENT
Junior Mezzanine Loan Agreement • March 15th, 2010 • Gramercy Capital Corp • Real estate investment trusts • New York

This Amendment to Junior Mezzanine Loan Agreement (this “Amendment”), dated as of March 9, 2010, by and between GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“GSMC”), CITICORP NORTH AMERICA, INC., a New York corporation (“Citigroup”), and SL GREEN REALTY CORP., a Maryland corporation (“SL Green”, and together with GSMC, Citigroup and their respective successors and assigns, including any lawful holder of any portion of the Indebtedness (as hereinafter defined) collectively, “Lender”), and GKK STARS JUNIOR MEZZ 2 LLC, a Delaware limited liability company (“Borrower”), amends that certain Junior Mezzanine Loan Agreement, dated as of August 22, 2008 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings given such terms in the Loan Agreement).

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AMENDMENT TO AMENDED AND RESTATED SENIOR MEZZANINE LOAN AGREEMENT
Mezzanine Loan Agreement • March 15th, 2010 • Gramercy Capital Corp • Real estate investment trusts • New York

This Amendment to Amended and Restated Senior Mezzanine Loan Agreement (this “Amendment”), dated as of March 9, 2010, by and among KBS DEBT HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, “Lender”), and REQUIRED EQUITY PLEDGOR (as defined in the Loan Agreement), 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 Partnership, Required Equity Pledgor, AFRT, AFRT Owner and Operating Partnership, collectively, jointly and severally, together with their respective permitted successors and assigns, “Borrower”), amends that certain Amended and Restated Senior Mezzanine Loan A

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 15th, 2010 • Gramercy Capital Corp • Real estate investment trusts • New York

This Second Amendment to Loan Agreement (this “Amendment”), dated as of March 9, 2010, by and among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“GSMC”) and successor-in-interest to Goldman Sachs Commercial Mortgage Capital, L.P., CITICORP NORTH AMERICA, INC., a New York corporation (“Citigroup”), and SL GREEN REALTY CORP., a Maryland corporation (“SL Green”, and together with GSMC, Citigroup and their respective successors and assigns, collectively, “Lender”), as lender, and each of the entities listed as a “Borrower” on the signature pages hereto, collectively, jointly and severally, together with their respective permitted successors and assigns, “Borrower”), amends that certain Loan Agreement, dated as of April 1, 2008, as amended by that certain Amendment to Loan Agreement, dated as of August 22, 2008 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings given such terms in the Loan Agreement).

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