GK Investment Holdings, LLC Sample Contracts

LOAN AGREEMENT
Loan Agreement • October 6th, 2016 • GK Investment Holdings, LLC • Real estate • Illinois

THIS LOAN AGREEMENT (this “Agreement”) is entered into effective as of September 30, 2016, by and between GKPI I Partners (Lakeview Square), LLC, a Delaware limited liability company (“Lender”), and GK INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (“Borrower”).

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SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • October 6th, 2016 • GK Investment Holdings, LLC • Real estate • Illinois

THIS SUBSCRIPTION ESCROW AGREEMENT dated as of September 30, 2016 (this “Agreement”), is entered into among JCC Advisors, LLC (the “Dealer Manager”), GK Investment Holdings, LLC, (the “Company”) and UMB Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”).

GK INVESTMENT HOLDINGS, LLC MANAGING BROKER-DEALER AGREEMENT
Broker-Dealer Agreement • June 30th, 2016 • GK Investment Holdings, LLC • Real estate • Illinois

GK Investment Holdings, LLC, a Delaware limited liability company (the "Company"), is qualifying for the public sale of a maximum of 50,000 7% unsecured bonds of the Company (the "Bonds") for a purchase price of $1,000 per Bond, pursuant to an exemption from registration under Regulation A ("Regulation A") promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933 (the "Securities Act"), in an aggregate amount and at the purchase price per Bond set forth on "Exhibit A" attached hereto (the "Offering"). The Company desires to appoint JCC Advisors, LLC, a Texas limited liability company, as managing broker-dealer for the Offering (the "Managing Broker-Dealer") on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into (i) Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this "Agreement") as "Exhibit B" with broker-dealers participating in

SUBORDINATED PROMISSORY NOTE
GK Investment Holdings, LLC • June 30th, 2016 • Real estate

For value received, GK INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (the "Borrower"), hereby promises to pay to the order of GKPI I Partners (Lakeview Square), LLC, a Delaware limited liability company (together their successors and assigns, the "Lender"), the principal sum of _____________________ and NO/100 Dollars ($____________.00), plus interest, fees and costs, in accordance with the terms and conditions of this promissory note (this "Note"). This Note evidences an Advance made under that certain Loan Agreement dated ____________, 2016 between Lender and Borrower (the "Loan Agreement"). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Loan Agreement.

FORCED SALE AGREEMENT
Forced Sale Agreement • October 6th, 2016 • GK Investment Holdings, LLC • Real estate • Illinois

THIS FORCED SALE AGREEMENT (“Agreement”), dated as of September 30, 2016, is made by and between GKPI I Partners (Lakeview Square), LLC, a Delaware limited liability company (the “Affiliate”), GK Investment Holdings, LLC, a Delaware limited liability company (the “Issuer”), and UMB Bank, n.a., in its capacity as trustee (the “Trustee”) under that certain Indenture dated as of September 30, 2016 between Issuer and Trustee.

INTERCREDITOR AGREEMENT
Intercreditor Agreement • September 28th, 2021 • GK Investment Holdings, LLC • Real estate

THIS INTERCREDITOR AGREEMENT (this “Agreement”) dated as of the 30th day of July, 2021, is made by and among GK INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (“Lender 1”), GK INVESTMENT PROPERTY HOLDINGS II, LLC, a Delaware limited liability company (“Lender 2”), and GK SECURED INCOME V, LLC, a Delaware limited liability company (“Lender 3”), (Lender 1, Lender 2, and Lender 3 are each a “Lender” and collectively, the “Lenders”).

GK INVESTMENT HOLDINGS, LLC a Delaware limited liability company Issuer AND UMB Bank Trustee INDENTURE Dated as of ________________ 7% Unsecured Bonds
Forced Sale Agreement • September 22nd, 2016 • GK Investment Holdings, LLC • Real estate • Delaware
FORCED SALE AGREEMENT
Forced Sale Agreement • June 30th, 2016 • GK Investment Holdings, LLC • Real estate • Illinois

THIS FORCED SALE AGREEMENT ("Agreement") is made by and between GKPI I Partners (Lakeview Square), LLC, a Delaware limited liability company (the "Affiliate"), GK Investment Holdings, LLC, a Delaware limited liability company (the "Issuer"), and UMB Bank, n.a., in its capacity as trustee (the "Trustee") under that certain Indenture dated as of between Issuer and Trustee.

PROMISSORY NOTE
GK Investment Holdings, LLC • September 28th, 2021 • Real estate

FOR VALUE RECEIVED, GK PREFERRED INCOME II (RIDGMAR) SPE, LLC, a Delaware limited liability company (“GK Borrower”) and 1551 KINGSBURY PARTNERS SPE, LLC, a Delaware limited liability company (“Kingsbury Borrower”; and together with GK Borrower, individually or collectively, as the context requires, “Borrower”), jointly and severally, hereby promise to pay to the order of GK INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (“Lender”) the principal sum of THREE MILLION SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($3,700,000.00), with interest thereon, according to the terms of this Promissory Note (this “Note”).

NOTE
GK Investment Holdings, LLC • May 5th, 2016 • Real estate • Illinois
WHOLESALING DEALER AGREEMENT GK INVESTMENT HOLDINGS, LLC 7% UNSECURED BONDS
Wholesaling Dealer Agreement • June 30th, 2016 • GK Investment Holdings, LLC • Real estate • Texas

This Wholesaling Dealer Agreement (this "Agreement") is made as of thisday of ___________ by and between JCC Advisors, LLC (the "MBD") and Sunbelt Securities, Inc. (the "Wholesaling Dealer"). For the sake of clarity between this Agreement and the MBD Agreement (as defined below), the "Wholesaling Dealer" under this Agreement is referred to as a "Procurement Dealer" under the MBD Agreement and this Agreement is referred to as a "Procurement Agreement" under the MBD Agreement.

FIRST AMENDMENT TO MANAGING BROKER-DEALER AGREEMENT
Broker-Dealer Agreement • September 22nd, 2016 • GK Investment Holdings, LLC • Real estate

THIS FIRST AMENDMENT TO MANAGING BROKER-DEALER AGREEMENT (this “First Amendment”) is effective as of this 16th day of August 2016, by and between GK Investment Holdings, LLC, a Delaware limited liability company (“GKIH”), and JJC Advisors, LLC, a Texas limited liability company (“JCC”).

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 28th, 2016 • GK Investment Holdings, LLC • Real estate

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Amendment") is made and entered into as of December 9, 2016, by and between PACIFIC 2700 YGNACIO CORPORATION, a Delaware corporation ("Seller"), and GK DEVELOPMENT, INC., an Illinois corporation ("Buyer"), with reference to the following facts.

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (LAKE MEAD CROSSING- SHOPPING CENTER)
Purchase and Sale Agreement • May 5th, 2016 • GK Investment Holdings, LLC • Real estate

This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment"), is made and entered into as of this 12th day of October, 2015 (the "Effective Date") by and between LAKE MEAD CROSSING, L.L.C., a Nevada limited liability company ("Seller") and GK DEVELOPMENT, INC., an Illinois corporation ("Purchaser").

THIRD AMENDMENT TO LOAN DOCUMENTS
Loan Documents • May 2nd, 2024 • GK Investment Holdings, LLC • Real estate • Illinois

This Third Amendment to Loan Documents (this “Amendment”) dated as of ___________________, 2023, is made by and among GK CLEARWATER LA FITNESS LLC, an Illinois limited liability company (“Borrower”), GARO KHOLAMIAN, an individual (“Guarantor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, and its successors, participants, and assigns (“Lender”).

PROMISSORY NOTE (Non-Revolving)
GK Investment Holdings, LLC • May 5th, 2016 • Real estate
FOURTH LOAN MODIFICATION AGREEMENT
Fourth Loan Modification Agreement • May 2nd, 2024 • GK Investment Holdings, LLC • Real estate

THIS FOURTH LOAN MODIFICATION AGREEMENT (this “Fourth Modification") is made and entered into as of the day of December, 2023, but effective as of November 12, 2023 (the “Effective Date”), by and among BARRINGTON BANK & TRUST COMPANY, N.A., ("Lender"), and LAKE MEAD DEVELOPMENT, LLC, a Delaware limited liability company (“Borrower" and “Trustor”), and GARO KHOLAMIAN (“Guarantor”).

FORCED SALE AGREEMENT
Forced Sale Agreement • June 30th, 2016 • GK Investment Holdings, LLC • Real estate • Illinois

THIS FORCED SALE AGREEMENT ("Agreement") is made by and between 1551 Kingsbury Partners, L.L.C., an Illinois limited liability company (the "Affiliate"), GK Investment Holdings, LLC, a Delaware limited liability company (the "Issuer"), and UMB Bank, n.a., in its capacity as trustee (the "Trustee") under that certain Indenture dated as of between Issuer and Trustee.

ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (LAKE MEAD CROSSING- SHOPPING CENTER)
Assignment and Assumption of Purchase and Sale Agreement • May 5th, 2016 • GK Investment Holdings, LLC • Real estate

This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is made and entered into as of November 6, 2015, by and among GK DEVELOPMENT, INC., an Illinois corporation ("Assignor"), LAKE MEAD DEVELOPMENT, LLC, a Delaware limited liability company ("Development LLC"), and LAKE MEAD PARTNERS, LLC, a Delaware limited liability company ("Partners LLC").

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • October 3rd, 2022 • GK Investment Holdings, LLC • Real estate

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplement”) is effective as of the 7th day of September, 2022, by and between GK Investment Holdings, LLC, a Delaware limited liability company (“GKIH”), and UMB Bank, N.A., in its capacity as the Trustee under the Indenture (as defined herein) (“UMB”).

GK INVESTMENT HOLDINGS, LLC PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • June 30th, 2016 • GK Investment Holdings, LLC • Real estate • Delaware

JCC Advisors, LLC, a Texas limited liability company, as the managing broker-dealer ("Managing Broker-Dealer") for GK Investment Holdings, LLC, a Delaware limited liability company (the "Company"), invites you (the "Dealer") to participate in the distribution, on a "best efforts basis," to the public (the "Offering") of up to $50,000,000 of 7% unsecured bonds of the Company ("Bonds") subject to the following terms:

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Reinstatement and First Amendment to Purchase and Sale Agreement
Purchase and Sale Agreement • December 28th, 2016 • GK Investment Holdings, LLC • Real estate

This Reinstatement and First Amendment to Purchase and Sale Agreement (“First Amendment”) is made and entered into as of November 4, 2016, by and between Pacific 2700 Ygnacio Corporation, a Delaware corporation (“Seller”), and GK Development, Inc., an Illinois corporation (“Purchaser”), with reference to the following facts.

GK PREFERRED INCOME II (RIDGMAR) SPE, LLC and (collectively, “Trustor”) to REBECCA S. CONRAD (“Trustee”) for the Benefit of GK INVESTMENT HOLDINGS, LLC (“Beneficiary”) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITYAGREEMENT
Rents and Security Agreement • September 28th, 2021 • GK Investment Holdings, LLC • Real estate • Illinois

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Deed of Trust”), made as of August 16, 2021, by GK PREFERRED INCOME II (RIDGMAR) SPE, LLC, a Delaware limited liability company (“GK Trustor”) and 1551 KINGSBURY PARTNERS SPE, LLC, a Delaware limited liability company (“Kingsbury Trustor”, together with GK Trustor, individually or collectively, as the context requires, the “Trustor”), each having an office at c/o GK Real Estate, 257 East Main Street, Suite 200, Barrington, Illinois 60010, to REBECCA S. CONRAD, having an address at 2828 Routh Street, Suite 800, Dallas, Texas (“Texas”), as Trustee, for the benefit of GK INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, hereinafter referred to as “Beneficiary”), having an address c/o GK Real Estate, 257 East Main Street, Suite 200, Barrington, Illinois 60010.

SECURITY AGREEMENT
Security Agreement • May 5th, 2016 • GK Investment Holdings, LLC • Real estate

THIS SECURITY AGREEMENT (this "Agreement") is made as of November 12, 2015, by LAKE MEAD PARENT, LLC, a Delaware limited liability company ("Lake Mead Parent"), GK INVESTMENT HOLDINGS, LLC, a Delaware limited liability company ("GKIH") (with Lake Mead Parent and GKIH being referred to herein, individually as a "Grantor" and collectively, as "Grantors"), and GK SECURED INCOME IV, LLC, a Delaware limited liability company (the "Lender"). Capitalized terms used but not defined herein have the meanings assigned in the Note referenced below.

GK INVESTMENT HOLDINGS, LLC 7% Senior Unsecured Bonds due 2021
GK Investment Holdings, LLC • September 22nd, 2016 • Real estate • Delaware

GK INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (the "Issuer"), for value received, promises to pay to ____________, or its registered assigns, the principal sum of [ ] DOLLARS [or such other amount as is provided in a schedule attached hereto]* on September 30, 2021.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (LAKE MEAD CROSSING-SHOPPING CENTER)
Purchase and Sale Agreement • May 5th, 2016 • GK Investment Holdings, LLC • Real estate

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment"), is made and entered into as of this 8th day of October, 2015 (the "Effective Date") by and between LAKE MEAD CROSSING, L.L.C., a Nevada limited liability company ("Seller") and GK DEVELOPMENT, INC., an Illinois corporation ("Purchaser").

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 28th, 2016 • GK Investment Holdings, LLC • Real estate

THIS SECOND AMENDMENT TO PU RCHASE AND SALE AGREEMENT ("Amendment") is made and entered into as of November 14, 2016, by and between PACIFIC 2700 YGNACIO CORPORATION, a Delaware corporation ("Seller"), and GK DEVELOPMENT, INC., an Illinois corporation ("Buyer"), with reference to the following facts.

LIMITED LIABILITY COMPANY AGREEMENT OF GK INVESTMENT HOLDINGS, LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • February 18th, 2016 • GK Investment Holdings, LLC • Real estate

This Limited Liability Company Agreement, is made and entered into effective as of the 14th day of September, 2015, by and among GK Investment Holdings, LLC, a Delaware limited liability company (the "Company"), GK Development, Inc., an Illinois corporation (the "Manager") and the undersigned members of the Company (the "Members").

TERM LOAN AGREEMENT dated as of March __, 2023 by and between ZIONS BANCORPORATION, N.A. dba NEVADA STATE BANK, as the lender, and LAKE MEAD PARTNERS, LLC, a Delaware limited-liability company as the borrower INDEX
Term Loan Agreement • May 2nd, 2024 • GK Investment Holdings, LLC • Real estate • Nevada

This TERM LOAN AGREEMENT (“Agreement”) is dated and effective as of March __, 2023, by and between LAKE MEAD PARTNERS, LLC, a Delaware limited-liability company (“Borrower”) and ZIONS BANCORPORATION, N.A. dba NEVADA STATE BANK (“Bank”).

LAKE MEAD PARENT, LLC LAKE MEAD DEVELOPMENT, LLC SECURED PROMISSORY NOTE
GK Investment Holdings, LLC • May 5th, 2016 • Real estate

FOR VALUE RECEIVED, LAKE MEAD PARENT, LLC, a Delaware limited liability company ("Lake Mead Parent"), and LAKE MEAD DEVELOPMENT, LLC, a Delaware limited liability company ("Lake Mead Development," and with Lake Mead Parent, the "Companies"), hereby absolutely and unconditionally promise to pay to the order of GK SECURED INCOME IV, LLC, a Delaware limited liability company (the "Lender," which term shall include the holder, from time to time, of this Note), the principal amount of Ten Million Five Hundred Thousand and No/100 Dollars ($10,500,000.00) or such lesser amount as may be advanced to the Companies by the Lender pursuant to this Note, together with interest (computed on the basis of a 365-day year for actual days elapsed) on such principal amount outstanding from time to time at the fixed rate of eight percent (8.0%) per annum. Upon the occurrence and during the continuation of an Event of Default (as hereinafter defined), at the election of the Lender, the total unpaid indebted

PURCHASE AND SALE AGREEMENT BETWEEN PACIFIC 2700 YGNACIO CORPORATION, a Delaware corporation AS SELLER, and GK DEVELOPMENT, INC., an Illinois corporation AS BUYER
Purchase and Sale Agreement • December 28th, 2016 • GK Investment Holdings, LLC • Real estate • California
ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
Assignment of Purchase and Sale Agreement • December 28th, 2016 • GK Investment Holdings, LLC • Real estate

Pacific 2700 Ygnacio Corporation, a Delaware corporation (“Seller”) and GK Development, Inc., an Illinois corporation (“Buyer”) are parties to a Purchase and Sale Agreement dated October 4, 2016, as amended (collectively, the “Agreement”) for the purchase and sale of certain property known as 2700 Ygnacio Valley Road, Walnut Creek, Contra Costa, California.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • November 22nd, 2016 • GK Investment Holdings, LLC • Real estate • Delaware

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplement”) is effective as of the 17th day of October 2016, by and between GK Investment Holdings, LLC, a Delaware limited liability company (“GKIH”), and UMB Bank, N.A., a national banking association (“UMB”).

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