AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This amendment no. 1 to the Advisory Agreement dated as of November 8, 2006 (the “Advisory Agreement”) between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of January 11, 2007 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.
MEZZANINE LOAN AGREEMENTMezzanine Loan Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This MEZZANINE LOAN AGREEMENT (this “Agreement”), dated as of January 29, 2007, is between KBS REIT ACQUISITION IX, LLC, a Delaware limited liability company (“Borrower”), with a mailing address at 620 Newport Center Drive, Suite 1300, Newport Beach, California 92663, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), with a mailing address at 2030 Main Street, Suite 800, Irvine, California 92614.
NOTEHOLDERS’ AGREEMENT (Mezzanine Loan) Dated as of March 23, 2007 by and among COLUMN FINANCIAL, INC. as Original Lender, CPIM STRUCTURED CREDIT FUND 1500 L.P. as Initial Note A-1 Holder, CPIM STRUCTURED CREDIT FUND 1000 L.P. as Initial Note A-2...Noteholders’ Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS NOTEHOLDERS’ AGREEMENT (this “Agreement”), dated as of March 23, 2007, by and among Column Financial, Inc., a Delaware corporation having an address at 11 Madison Avenue, New York, New York 10010 (“Column”, or “Original Lender”) as seller, CPIM Structured Credit Fund 1500 L.P., a Cayman Master Limited Partnership, as initial Note A-1 Holder (in such capacity, the “Initial Note A-1 Holder”), CPIM Structured Credit Fund 1000 L.P., a Cayman Master Limited Partnership, as initial Note A-2 Holder (in such capacity, the “Initial Note A-2 Holder”), and CPIM Structured Credit Fund 20 L.P. a Cayman Master Limited Partnership as Initial Note A-3 Holder (in such capacity, the “Initial Note A-3 Holder”), and KBS Park Central, LLC, a Delaware limited liability company, as Initial Note A-4 Holder (in such capacity, the “Initial Note A-4 Holder”) and LaSalle Bank National Association (“LaSalle”) as Collateral Agent and Custodian. Each of the Initial Note A-1 Holder, the Initial Note A-2 Holder,
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between KBS REALTY ADVISORS, LLC, a Delaware limited liability company (“Assignor”), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignee”), as of December 27, 2006 (“Effective Date”).
AMENDMENT NO. 2 TO ADVISORY AGREEMENTAdvisory Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This amendment no. 2 to the Advisory Agreement dated as of November 8, 2006 (the “Advisory Agreement”) between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of March 21, 2007 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.
AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENTSale, Purchase and Escrow Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (this “Amendment”) dated as of January 16, 2007, is entered into between KBS SABAL VI, LLC, a Delaware limited liability company (“Purchaser”), and NCFLA II OWNER LLC, a Delaware limited liability company, and NCFLA SABAL LLC, a Delaware limited liability company (collectively, “Seller”), with reference to the following recitals:
DEED OF TRUST and ABSOLUTE ASSIGNMENT OF RENTS AND LEASES and SECURITY AGREEMENT (AND FIXTURE FILING)Security Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California
The parties to this DEED OF TRUST AND ABSOLUTE ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT (AND FIXTURE FILING) (“Deed of Trust”), dated as of January 29, 2007, are KBS 625 SECOND STREET, LLC, a Delaware limited liability company (“Trustor”), with a mailing address at 620 Newport Center Drive, Suite 1300, Newport Beach, California 92660, AMERICAN SECURITIES COMPANY, a California corporation (“Trustee”), with a mailing address at 1320 Willow Pass Road, Suite 205, Concord, California 94520, and MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., a Delaware corporation (“MERS” or “Beneficiary”), with a mailing address at MERS Commercial, P.O. Box 2300, Flint, Michigan 48501-2300.
OMNIBUS ASSIGNMENTOmnibus Assignment • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS OMNIBUS ASSIGNMENT (this “Assignment”), made as of the 9th day of January 2007, by AIG MORTGAGE CAPITAL, LLC, a Delaware limited liability company, having an address at 1999 Avenue of the Stars, 38th Floor, Century City, Los Angeles, California 90067 (“Assignor”) to KBS SE RETAIL, LLC, a Delaware limited liability company, having an address of 620 Newport Center Drive, Suite 1300, Newport Beach, California 92660 (“Assignee”);
MEZZANINE LOAN AGREEMENT Dated as of December 21, 2006 Between WESTMARKET ASSOCIATES 2006 MB LLC, LITTLE RIVER ASSOCIATES 2006 MB LLC, CLINTON ASSOCIATES 2006 MB LLC, NEWMARKET ASSOCIATES 2006 MB LLC, APOPKA ASSOCIATES 2006 MB LLC, and WESTGATE...Loan Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
LOAN AGREEMENT dated as of December 21, 2006 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) between WESTMARKET ASSOCIATES 2006 MB LLC, LITTLE RIVER ASSOCIATES 2006 MB LLC, CLINTON ASSOCIATES 2006 MB LLC, NEWMARKET ASSOCIATES 2006 MB LLC, APOPKA ASSOCIATES 2006 MB LLC, and WESTGATE ASSOCIATES 2006 MB LLC, each a Delaware limited liability company (collectively, together with their permitted successors and assigns, “Borrower”), and AIG MORTGAGE CAPITAL, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”), and KBS SABAL VI, LLC, a Delaware limited liability company (“Assignee”), as of January 12, 2007 (“Effective Date”).
Purchase and Sale Agreement By and Between Rosenberg Soma Investments III, LLC, a Delaware limited liability company (“Seller”) and KBS Realty Advisors, LLC, a Delaware limited liability company (“Buyer”)Purchase and Sale Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of December 27, 2006 (the “Effective Date”) by and between Rosenberg Soma Investments III, LLC, a Delaware limited liability company (“Seller”), and KBS Realty Advisors, LLC, a Delaware limited liability company (“Buyer”).
GENERAL ASSIGNMENT AND ASSUMPTION (Mezzanine Loan)General Assignment and Assumption • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
COLUMN FINANCIAL, INC., a Delaware corporation (“Assignor”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, sells, transfers, delivers, sets-over and conveys to LASALLE BANK NATIONAL ASSOCATION, a national banking association, having an address at 135 S. LaSalle Street, Suite 1640, Chicago, IL 60603, (“Collateral Agent”), solely as Collateral Agent and Custodian for CPIM STRUCTURED CREDIT FUND 1500 L.P., CPIM STRUCTURED CREDIT FUND 1000 L.P., CPIM STRUCTURED CREDIT FUND 20 L.P., and KBS PARK CENTRAL, LLC (collectively, the “Noteholders” and together with the Collateral Agent, the “Assignee”) all right, title and interest of Assignor in, to and under or arising out of that certain mezzanine loan made by Assignor to W2001 Park Central Hotel Senior Mezz L.L.C., a Delaware limited liability company, in the original principal amount of $58,000,000.00 (the “Mezzanine Loan”), other than Assignor’s interest in the four replacem
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”), and KBS 625 SECOND STREET, LLC, a Delaware limited liability company (“Assignee”), as of January 17, 2007 (“Effective Date”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made as of the 9th day of January, 2007, between AIG MORTGAGE CAPITAL, LLC, a Delaware limited liability company, having an address at 1999 Avenue of the Stars, 38th Floor, Century City, Los Angeles, California 90067 (“Selling Lender”), and KBS SE RETAIL, LLC, a Delaware limited liability company, having an address 620 Newport Center Drive, Suite 1300, Newport Beach, California, 92660 (“Purchasing Lender”).
REINSTATEMENT AND FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS REINSTATEMENT AND FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) dated as of January 18, 2007, is entered into by and between KBS 625 SECOND STREET, LLC, a Delaware limited liability company (“Buyer”), and ROSENBERG SOMA INVESTMENTS III, LLC, a Delaware limited partnership (“Seller”), with reference to the following recitals:
AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT between W2001 PARK CENTRAL HOTEL SENIOR MEZZ, L.L.C., as Borrower, and COLUMN FINANCIAL, INC., as Lender Dated as of March 23, 2007First Mezzanine Loan Agreement • March 29th, 2007 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT, dated as of March 23, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”), and W2001 PARK CENTRAL HOTEL SENIOR MEZZ, L.L.C., a Delaware limited liability company, having an address c/o Whitehall Street Global Real Estate Limited Partnership 2001, 85 Broad Street, New York, New York 10004 (“Borrower”) amends and restates the First Mezzanine Loan Agreement between Borrower and Lender dated as of November 9, 2006 and the First Amendment to First Mezzanine Loan Documents, dated as of February 28, 2007, between Borrower and Lender (together, the “Original First Mezzanine Loan Agreement”).
