GOLDMAN SACHS MORTGAGE COMPANY NEW YORK, NEW YORK 10282-2198 April 27, 2011Extension Agreement • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
We refer to the Extension Agreement, dated March 9, 2011, as amended by Amendment No. 1 thereto, dated March 13, 2011, as further amended by Amendment No. 2 thereto, dated April 22, 2011, as further amended by Amendment No. 3 thereto, dated April 25, 2011, as further amended by Amendment No. 4 thereto, dated April 26, 2011 (as amended prior to the date hereof, the “Extension Agreement”), each by and between KBS GKK Participation Holdings I, LLC (the “Seller”) and Goldman Sachs Mortgage Company (the “Buyer”) relating to the Master Repurchase Agreement, dated as of August 22, 2008 (as amended and modified by the Extension Agreement, the “Repurchase Agreement”), by and between Seller and Buyer. Capitalized terms not defined herein shall have the meanings set forth in the Repurchase Agreement and if not defined therein shall have the meanings set forth in the Intercreditor Agreement, dated as of August 22, 2008 (the “Intercreditor Agreement”), by and among Citigroup Financial Products Inc.
AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of May 10, 2011, to the Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011 (the “Repurchase Agreement”), by and between KBS GKK Participation Holdings I, LLC (“Seller”) and Goldman Sachs Mortgage Company (“Buyer”).
MASTER REPURCHASE AGREEMENT Dated as of April 28, 2011 KBS GKK PARTICIPATION HOLDINGS II, LLC, as Seller andMaster Repurchase Agreement • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of April 28, 2011 (the “Agreement”), between KBS GKK PARTICIPATION HOLDINGS II, LLC, a Delaware limited liability company (“Seller”) and CITIGROUP FINANCIAL PRODUCTS INC., a Delaware corporation (“Buyer”).
AMENDED AND RESTATED PARENT GUARANTY AND INDEMNITYParent Guaranty and Indemnity • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED PARENT GUARANTY AND INDEMNITY, dated as of April 28, 2011 (this “Guaranty”), is made and entered into by KBS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation that has elected to be taxed as a real estate investment trust (“Parent Guarantor”), whose address is c/o KBS Capital Advisors, LLC, 620 Newport Center Drive, Suite 1300, Newport Beach, CA 92660 for the benefit of CITIGROUP FINANCIAL PRODUCTS INC., a Delaware corporation (“Buyer”), whose address is 388 Greenwich Street, New York, New York 10013.
OMNIBUS GUARANTY AND INDEMNITYOmnibus Guaranty and Indemnity • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This OMNIBUS GUARANTY AND INDEMNITY, dated as of April 28, 2011 (this “Guaranty”), is made and entered into by each of the entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 27 hereof (each a “Guarantor” and, collectively, the “Guarantors”), for the benefit of GOLDMAN SACHS MORTGAGE COMPANY, a New York Limited Partnership (“Buyer”), whose address is 200 West Street, New York, New York 10282.
GUARANTOR PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
ContractContribution Agreement • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of May 10, 2011, by and among KBS GKK PARTICIPATION HOLDINGS I, LLC, a Delaware limited liability company (“KBS GKK I”), and KBS ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (“KBS Holdings”). Except as otherwise specified, capitalized terms used but not defined herein have the respective meanings set forth in the Amended and Restated Master Repurchase Agreement (the “Repurchase Agreement”), dated as of the date hereof, between KBS GKK I, as Seller, and Goldman Sachs Mortgage Company, as Buyer.
ContractContribution Agreement • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of April 28, 2011, by and among KBS Debt Holdings, LLC, a Delaware limited liability company (“KBS Debt Holdings”), and KBS DEBT HOLDINGS MEZZ HOLDER, LLC, a Delaware limited liability company (“Additional Guarantor”). Except as otherwise specified, capitalized terms used but not defined herein have the respective meanings set forth in the Amended and Restated Master Repurchase Agreement (the “CFPI Repurchase Agreement”), dated as of the date hereof, between KBS GKK Participation Holding II, LLC, as Seller, and Citicorp Financial Products Inc, as Buyer.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of May 10, 2011, among SLG STARS MORTGAGE LOAN LLC., a Delaware limited liability company (“SLG Mortgage”), having an address at 420 Lexington Avenue, New York, New York 10170, SLG STARS MEZZ LOAN LLC, a Delaware limited liability company (“SLG Mezz” and together with SLG Mortgage, “SL Green” or “Assignor”), having an address at 420 Lexington Avenue, New York, New York 10170, and KBS GKK PARTICIPATION HOLDINGS I, LLC, a Delaware limited liability company (“Assignee”), having an address at 620 Newport Center Drive, Suite 1300, Newport Beach, CA 92660.
FIRST AMENDMENT TO CO-LENDER AGREEMENTCo-Lender Agreement • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO CO-LENDER AGREEMENT (this “Agreement”), dated as of May 9, 2011, is entered into by and among Goldman Sachs Commercial Mortgage Capital, L.P. (as predecessor-in-interest to Goldman Sachs, “Goldman”), Citicorp North America, Inc. (“Citi”), KBS GKK Participation Holdings I, LLC (“KBS Mortgage Lender,” and collectively with Goldman and Citi, the “Mortgage Lenders”).
VIA E-MAIL AND FEDERAL EXPRESSLoan Agreement • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
Reference is hereby made to (i) 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, and as further amended by that certain Second Amendment to Loan Agreement (the “Second Amendment”), dated as of March 9, 2010, the “Mortgage Loan Agreement”), by and among the parties identified as “Mortgage Borrower” on Schedule I hereto (collectively, the “Mortgage Borrower”) and Goldman Sachs Commercial Mortgage Capital, L.P. (as predecessor-in-interest to Goldman Sachs, “Goldman”), Citicorp North America, Inc. (“Citi”), and SL Green Realty Corp. (“SL Green,” and collectively with Goldman and Citi, the “Mortgage Lender”), and (ii) that certain Amended and Restated Senior Mezzanine Loan Agreement, effective as of August 22, 2008, as amended by that certain Amended and Restated Loan Agreement (the “Senior Mezz Amendment”) dated as of March 9, 2010 (the “Senior Mezzanine Loan Agreement”), by and between KBS Debt Hol
ContractExecution • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This JOINDER AGREEMENT, dated as of May 10, 2011, is delivered pursuant to Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of April 28, 2011 by KBS GKK Participation Holdings ii, LLC (the “Seller”) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of the Citigroup Financial Products Inc. (the “Pledge and Security Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement.
ContractContribution Agreement • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of May 10, 2011, by and among KBS ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (“KBS Holdings”), and KBS ACQUISITION SUB, LLC, a Delaware limited liability company (“KBS Sub”). Except as otherwise specified, capitalized terms used but not defined herein have the respective meanings set forth in the Amended and Restated Master Repurchase Agreement (the “Repurchase Agreement”), dated as of the date hereof, between KBS GKK Participation Holdings I, LLC (“KBS GKK I”), as Seller, and Goldman Sachs Mortgage Company, as Buyer.
VIA E-MAIL AND FEDERAL EXPRESSKBS Real Estate Investment Trust, Inc. • August 12th, 2011 • Real estate investment trusts
ContractExecution • August 12th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This JOINDER AGREEMENT, dated as of May 10, 2011, is delivered pursuant to Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of April 28, 2011 by KBS GKK Participation Holdings i, LLC (the “Seller”) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of the Goldman Sachs Mortgage Company (the “Pledge and Security Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement.
