GRAMERCY PROPERTY TRUST INC. GPT PROPERTY TRUST LP Registration Rights AgreementGramercy Property Trust Inc. • March 24th, 2014 • Real estate investment trusts • New York
GPT Property Trust LP, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, its 3.75% Exchangeable Senior Notes due 2019 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Partnership, Gramercy Property Trust Inc. (the “Company”), a Maryland corporation and the sole general partner of the Operating Partnership, and the Representative, dated March 18, 2014 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. Upon an exchange of Notes at the option of the holder thereof, the Operating Partnership will be required to deliver cash, shares of common stock of the Company, par value $0.001 per share (the “Company Common Stock”) or a combination of cash and shares of Company Common Stock, at the election of the Operating Partnership. The Notes will be ful
GPT PROPERTY TRUST LP, as Issuer GRAMERCY PROPERTY TRUST INC., as Guarantor U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 24, 2014 3.75% Exchangeable Senior Notes due 2019Indenture • March 24th, 2014 • Gramercy Property Trust Inc. • Real estate investment trusts • New York
INDENTURE dated as of March 24, 2014 among GPT Property Trust LP, a Delaware limited partnership (hereinafter called the “Issuer”), Gramercy Property Trust Inc., a Maryland corporation (hereinafter referred to as the “Guarantor” or, in its capacity as general partner of the Issuer, the “General Partner”), each having its principal office at 521 Fifth Avenue, New York, New York 10175, and U.S. Bank National Association, as Trustee hereunder.
