Exhibit 10.1


 


Execution
Copy


 


AMENDMENT
AND COMPROMISE AGREEMENT


 


This AMENDMENT AND COMPROMISE AGREEMENT (“Amendment”)
dated as of March 31, 2009 (the “Effective Date”) is made by and among GKK
CAPITAL LP, a Delaware limited partnership (the “Borrower”), and KEYBANK
NATIONAL ASSOCIATION, a national banking association as Administrative Agent
(hereinafter referred to in such capacity as the “Agent”) for the Banks
under the Credit Agreement referred to herein and as a Bank, and RAYMOND JAMES
BANK, FSB; CITICORP NORTH AMERICA, INC.; DEUTSCHE BANK TRUST COMPANY AMERICAS;
MORGAN STANLEY SENIOR FUNDING, INC., and WELLS FARGO BANK, N.A., as the Banks;
and certain other parties identified on the signature pages hereof.


 


Reference is made to the First Amended and Restated
Credit Agreement dated as of June 28, 2007, by and among the Borrower, the
Banks, the Agent, the Sole Lead Manager and Arranger (as amended from time to
time, the “Existing Credit Agreement”; and as amended hereby, the “Credit
Agreement”).


 


The Borrower, the Banks and the Agents have
agreed that the Existing Credit Agreement be amended, settled and compromised
on the terms and conditions provided herein, effective as of the Effective
Date.


 


NOW, THEREFORE, in consideration of the
foregoing and for other consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


1.                                       Definitions.


 


(a)           The following definitions contained in Section 1.1
(Definitions and Rules of Interpretation) of the Existing Credit Agreement
shall be amended and restated in its entirety:


 


(i)            “Events of Default” has the meaning
given in Section 8(a) of the Compromise Agreement.


 


(ii)           “Loans” means Loans which were
originally made to the Borrower under the Credit Agreement, as reduced to the
Reduced Principal Balance and made non-recourse in accordance with the
provisions of this Amendment.


 


(iii)          “Maturity Date” means December 31,
2056 or such earlier date on which the Loans shall become due and payable
pursuant to the terms hereof.


 


(iv)          “Obligations” means the Loans in the
amount of the Reduced Principal Balance on the Effective Date plus any Default
Interest accruing 


 

















 


thereon
and all other obligations, if any, arising under the Compromise Agreement.


 


(b)                                The following
additional terms used in this Amendment shall have the meanings indicated below
and shall be inserted alphabetically into the Existing Credit Agreement:


 


(i)            “Amendment Parties” means the
Obligors and each Owner of Dedicated CDO Securities.


 


(ii)           “Bankruptcy Proceeding” means a
proceeding commenced by voluntary or involuntary petition pursuant to The
Bankruptcy Reform Act of 1978, as amended.


 


(iii)          “Compromise Agreement” means that
certain Amendment and Compromise Agreement dated as of March 31, 2009,
between the Borrower, the Agent and Lenders thereto.


 


(iv)          “Dedicated CDO Securities Cash Flow”
means fifty percent (50%) of all payments of any nature made from time to time
from or on account of ownership rights, title and interest in and to Dedicated
CDO Securities commencing with the third quarter of 2009 (payment dates of July 27,
2009 for the 2005 and 2006 CDOs and August 15, 2009 for the 2007 CDO)
until such time as the Obligations are paid in full.  For avoidance of doubt, Dedicated CDO
Securities Cash Flow shall not include the remaining fifty percent (50%) of
payments, which the Owners of Dedicated CDO Securities shall continue to be
entitled to.


 


(v)           “Dedicated CDO Securities” means the
classes of securities representing rights to receive payments from real
estate-related debt obligations more particularly described in Schedule 1
attached hereto.


 


(vi)          “Default Interest” has the meaning
given in section 3(b).


 


(vii)         “Instruction Letters” means irrevocable
instructions in substantially the form attached as Exhibit A to
this Compromise Agreement, directing the trustee (or successor trustee) with
respect to each of the Dedicated CDO Securities to pay all Dedicated CDO
Securities Cash Flow arising therefrom to an account maintained by the Agent
for its benefit and the pro rata benefit of the Banks in accordance with the
terms of such irrevocable instruction letter.


 


(viii)        “Obligors” means the Borrower and the
Guarantors.


 


(ix)           “Outstanding Letter of Credit” means
that certain Letter of Credit as defined in Section 2(b) herein.


 


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(x)            “Owner of Dedicated CDO Securities”
mean each of the entities identified on Schedule 1 hereto as the owner of the
Dedicated CDO Securities identified thereon.


 


(xi)           “Pre-Existing Obligations” shall have
the meaning ascribed to such term in Section 2(b) herein.


 


(xii)          “Reduced Principal Balance” means
$15,000,000 as of the Effective Date, as such amount may be reduced from time
to time by payments from the Dedicated CDO Securities Cash Flow.


 


(xiii)         “SL Green” means SL Green Realty Corp.,
a Maryland corporation.


 


(xiv)        “Transaction Documents” means this
Compromise Agreement and the Instruction Letters.


 


(c)                                  Capitalized
terms used herein and not otherwise defined shall have the meanings provided
for in the Credit Agreement.  Definitions
no longer used in this Amendment or the Credit Agreement as amended hereby
shall be deemed deleted.


 


2.                                      Compromise; Settlement and Forgiveness of Debt.


 


(a)                                  Affirmation of
Loans, Etc.  The
Obligors, the Agent and the Banks acknowledge and agree that prior to the
consummation of the transactions set forth herein the following obligations are
in existence (collectively referred to herein as the “Pre-Existing Obligations”):


 


(i)            the outstanding unpaid amount of the
Loans is $172,576,404.12 as of March 26, 2009, which is comprised of a
principal balance of $172,301,129.39 and accrued and unpaid interest and fees
of $275,274.73;


 


(ii)           no Swing Loans are outstanding; and


 


(iii)          one Letter of Credit (the “Outstanding
Letter of Credit”) has been issued by the Agent as the Issuing Lender in the
undrawn face amount (as of the Effective Date) of $2,000,000.


 


(b)                                 Compromise of
Pre-Existing Obligations.  In
full and final satisfaction of the Pre-Existing Obligations and subject to the
terms and conditions set forth in this Amendment, the Obligors, the Banks and
the Agent hereby agree to the following settlement and compromise of the
Pre-Existing Obligations:


 


(i)            Borrower’s payment to the Agent (for
the ratable benefit of the Banks) of $45,000,000.00 in cash on the Effective
Date; plus


 


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(ii)           The Agent and the Banks shall be
entitled to the rights set forth in this Amendment with respect to the
Dedicated CDO Securities Cash Flow in the amount of the Reduced Principal
Balance.


 


(c)                                  Payment Terms
for Loans.  Subject to
the terms and conditions set forth in this Amendment, the Borrower, the Banks
and the Agent agree to the following payment terms with respect to Loans (as
reduced in amount to the Reduced Principal Balance on the Effective Date):


 


(A)          The Obligations shall
be repaid exclusively from the Dedicated CDO Securities Cash Flows to be paid
to the Agent.  Until all Obligations are
paid in full, all Dedicated CDO Securities Cash Flows payments received by the
Agent shall be distributed for application as follows:


 


(i)            First, to payment of, or (as the
case may be) the reimbursement of, the Agent for or in respect of all
reasonable costs, expenses, and disbursements (including, without limitation,
reasonable attorneys’ fees) which shall have been incurred or sustained by the
Agent acting in such capacity (as set forth in the Credit Agreement) under this
Amendment or in support of any provision of adequate indemnity to the Agent
against any taxes or liens which by law shall have, or may have, priority over
the rights of the Agent to such monies, and payment of any other amounts due to
Agent pursuant to the terms of this Amendment.


 


(ii)           Second, to the payment of Default
Interest, if any, on the Reduced Principal Balance, applied among the Banks pro
rata;


 


(iii)          Third, to the payment of the Reduced
Principal Balance of the Loans, applied among the Banks pro rata;


 


(iv)          Fourth, to all other obligations in
such order or preference as the Majority Banks shall determine; and


 


(iv)          Lastly, the excess, if any, shall be
returned to the Borrower or to such other Persons as are legally entitled
thereto.


 


All
payments shall be made without set-off or counterclaim in immediately available
federal funds.


 


3.                                      Certain Amendments to Existing Credit Agreement.


 


(a)                                  Articles 2 (The
Credit Facility), 3 (Repayment of Loans) and 4 (Certain General Provisions) of
the Existing Credit Agreement are hereby deleted except as specifically set
forth below.  For avoidance of doubt, no
new Loans (whether Revolving Credit Loans or Swing Loans) or Letters of Credit
may be requested and no Commitments on the part of the Banks to extend any new
Loans or issue any Letters of Credit remains in effect, and the repayment terms
applicable to the Reduced Principal Balance of the Obligations shall take
effect in lieu of the payment terms previously applicable to the Loans.  In any event, the following 


 


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provisions of such Articles shall remain in
effect:  (i) Sections 2.12, 3.1, 3.3
and 4.12 (each as amended below) and (ii) Sections 4.4(a) through
(c).


 


(b)           Section 2.12 (Letters of Credit)
shall no longer be applicable with respect to the Obligors; provided, however, (i) each
Bank shall continue to be fully bound by the provisions of the Credit Agreement
to reimburse the Agent (as the Issuing Lender) for any and all draws and other
liabilities arising out of or with respect to the Outstanding Letter of Credit,
(ii) the Banks agree that $2,000,000 (“LC Reserve”) of the $45,000,000
payment being made pursuant to Section 2.(b)(i) above shall be
retained by the Agent to be available to reimburse the Agent (as the Issuing
Lender) for draws on the Outstanding Letter of Credit and to the extent that
the Outstanding Letter of Credit is from time to time reduced or expires
undrawn then the Agent shall remit to each Bank its pro rata share of any
amount by which the LC Reserve exceeds the Letter of Credit Liabilities, and (iii) the
Obligors acknowledge and agree that the LC Reserve belongs solely to the Banks
and the Agent and that none of the Obligors shall have any right, title or
interest in the LC Reserve or monies subsequent disbursed by the Agent to the
Banks.


 


(c)           Section 3.1 (Stated Maturity)
shall be amended and restated in its entirety to read as follows:


 


“The
Borrower promises to pay on the Maturity Date the Loans, provided that nothing
contained herein shall modify the non-recourse nature of the Loans in
accordance with the provisions of the Compromise Agreement.”


 


(d)           Section 3.3 (Optional
Prepayments) shall be amended and restated in its entirety to read as follows:


 


“The
Borrower shall have the right, at its election, to prepay the outstanding
amount of the applicable Loans, as a whole or in part, at any time without
penalty or premium.  The Borrower shall
give to the Agent, no later than 11:00 a.m. (New York time) at least one (1) Business
Day’s prior written notice of any prepayment pursuant to this section 3.3,
specifying the proposed date of prepayment and the principal amount to be
prepaid.  Any payment which is received
by the Agent later than 2 p.m. (New York time), shall be deemed to have
been received on the immediately succeeding Business Day.


 


(e)           Section 4.12 Interest of Overdue
Amounts shall be amended and restated in its entirety to read as follows:


 


“Following
the occurrence and during the continuance of an Event of Default and regardless
of whether or not the Agent or the Banks shall have accelerated the maturity of
the Loans, at the option of the Required Banks, all Loans shall bear interest
payable on demand at a rate per annum equal to 15% on the unpaid balance (“Default
Interest”).”


 


(f)            Article 5 (Security; Guaranty)
of the Existing Credit Agreement is hereby deleted.


 


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(g)           Article 6 (Representations and
Warranties of the Borrower) of the Existing Credit Agreement is hereby deleted
and deemed to refer instead to representations and warranties set forth in this
Amendment.


 


(h)           Articles 7 (Affirmative Covenants of
the Borrower), 8 (Certain Negative Covenants of the Borrower) and 9 (Financial
Covenants) of the Existing Credit Agreement are hereby deleted and deemed to
refer instead to covenants set forth in this Amendment.


 


(i)            Articles 10 (Closing Conditions) and
11 (Conditions to All Borrowings) of the Existing Credit Agreement are hereby
deleted, as being no longer applicable.


 


(j)            Article 12 (Events of Default;
Acceleration; Etc.) of the Existing Credit Agreement is hereby deleted and
deemed to refer instead to the Events of Default and remedies described in this
Amendment.


 


(k)           Articles 15 (Expenses) is hereby
deleted and deemed to refer instead to Expenses described in this Agreement and
Article 16 (Indemnification) is hereby deleted and deemed to refer instead
to the Indemnification set forth in Section 10 of this Amendment.


 


(l)            Article 17 (Survival of
Covenants, Etc.) is hereby deleted, as no longer applicable.


 


4.                                      Dedicated CDO Securities Cash Flows.


 


(a)           Direction of Dedicated CDO Securities Cash Flow.  Each Owner of Dedicated CDO Securities hereby
irrevocably directs to the Agent the sole and exclusive right to receive the
Dedicated CDO Securities Cash Flows until such time as the Obligations shall
have been paid in full.


 


(b)           Instruction Letters.  Each Owner of the Dedicated CDO Securities
shall, upon establishment of the Custodial Account as set forth herein and from
time to time, execute and deliver Instruction Letters, as applicable, for its
Dedicated CDO Securities and shall cause the trustee of the Dedicated CDO
Securities to duly follow the provisions set forth therein with respect to the
Dedicated CDO Securities Cash Flows.  In
addition, the Owners of the CDO Securities shall grant the Agent a limited
power of attorney in a form reasonably acceptable to the Agent with respect to
the direction of the Dedicated CDO Securities Cash Flow to a Custodial Account
on terms reasonably acceptable to the Agent from which the Dedicated CDO
Securities Cash Flow shall be delivered by the custodian to the Agent until
such time as the Obligations have been paid in full or the parties shall agree
otherwise.  The Owners of the Dedicated
CDO Securities shall use best commercially reasonable efforts to finalize the
power of attorney and establish the Custodial Account and execute and deliver a
Custodial Agreement with respect to the Custodial Account in a form reasonably
acceptable to the Agent as soon as practicable but within five (5) Business
days of the Effective Date.


 


(c)           Turnover of Dedicated CDO Cash Flows.  In the event that any of the Borrower or the
Owners of Dedicated CDO Securities receives any Dedicated CDO Securities Cash
Flow payments, such payments shall be held in trust for the benefit of the
Agent and the 


 


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Banks and immediately turned over to the
Agent for application in accordance with this Amendment.


 


5.                                      Release of Obligors and Certain Other Parties.   Each of the
Agent and the Banks hereby forever release and discharge the Borrower, the
Guarantors, the Manager and SL Green, their respective parents,
subsidiaries and all other entities affiliated with the Borrower, the
Guarantors, the Manager and SL Green, as applicable, and their
respective officers, directors, employees, agents, attorneys and
representatives, and the respective heirs, personal representatives, successors
and assigns of each of the foregoing, from any and all liabilities, claims,
counterclaims, causes of action, damages, costs, expenses or demands of any
kind whatsoever in law or in equity including without limitation, from any
claims or joinders for sole liability, contribution, indemnity or otherwise,
which exist against them or any of them which each of the Agent or the Banks
has, had or may have, whether known or unknown, foreseen or unforeseen, by
reason of, relating to, or arising in connection with events, actions or
inactions occurring prior to the Effective Date in connection with the Existing
Credit Agreement and all Loan Documents and all obligations and transactions in
connection therewith, provided, however, if a Bankruptcy Proceeding is
commenced with respect to any Obligor within ninety (90) days of the Effective
Date and  the Agent and the Banks are
required to disgorge at least $45,000,000 of the consideration set forth in
section 2(b) above, then the release set forth herein shall be of no
further force or effect in its entirety.


 


The
provisions of the foregoing paragraph shall not be construed as an
acknowledgement of any obligation, responsibility or liability of any party
identified above other than by the Obligors with respect to the obligations
under the Credit Agreement and this Amendment.  
Notwithstanding the foregoing, nothing herein shall release the
Obligations (which are non-recourse in accordance with the provisions of Section 13
below) and covenants set forth in this Amendment.


 


6.                                      Conditions to Effectiveness.  This Amendment, and the compromise,
settlement, release and modifications to the Credit Agreement described herein
shall be effective on the Effective Date if and only if each of the following
conditions precedent has been satisfied as of the Effective Date:


 


(a)           Execution of this Amendment and Other Transaction
Documents:  This Amendment and each
of the other Transaction Documents shall have been executed by the Borrower,
each other obligor party thereto and each of the Banks party thereto.


 


(b)           Cash Payment. 
Contemporaneous with the execution and delivery of this Amendment, the
Borrower shall make the $45,000,000 cash payment referenced in Section 2(b) above.


 


(c)           Expenses: 
The Borrower shall have paid to the Agent all reasonable out of pocket
third party costs and expenses paid or incurred by the Agent (to the extent not
previously reimbursed by the Borrower), including fees and expenses of Mesirow
Financial Holdings, Inc. and the Agent’s counsel up to an aggregate amount
of $500,000 and the Lenders’ counsel up to an aggregate amount of $50,000.


 


(d)           Evidence of Authority.  The Agent shall have received a duly
certified 


 


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copy of the documents authorizing the
Borrower to enter into transactions contemplated by this Agreement.


 


7.                                      Representations,
Warranties and Covenants.


 


(a)                                  Representations
and Warranties:  The Amendment
Parties each hereby represent and warrant to the Agent and the Banks, with
respect to any of the following that applies to it, as follows:


 


(i)            Each of the Borrower and the Owners
of Dedicated CDO Securities is validly existing and in good standing under the
laws of its state of formation.  GKK
qualifies for taxation as a real estate investment trust under Section 856
of the Code and has elected to be treated as a real estate investment trust
pursuant to the Code.


 


(ii)           This Amendment and the other
Transaction Documents have been duly executed by an authorized officer of each
Amendment Party.


 


(iii)          The execution, delivery, and
performance of this Amendment and the other Transaction Documents by the Amendment
Parties have been duly authorized by all necessary limited liability company,
limited partnership or corporate action (as applicable), require no
governmental approval, and will neither contravene, conflict with, nor result
in the breach of any law, charter, articles, or certificate of incorporation,
organization or formation, bylaws, operating agreement, limited partnership
agreement or other agreement, contract or indenture governing or binding upon
any of the Amendment Parties or any of their respective assets.


 


(iv)          This Amendment and the other
Transaction Documents are valid and legally binding obligations of each of the
Amendment Parties, enforceable in accordance with the respective terms and
provisions hereof and thereof, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors’ rights and except to the
extent that availability of the remedy of specific enforcement or injunctive
relief is subject to the discretion of the court before which any proceeding
therefor may be brought.


 


(v)           Owners of Dedicated CDO Securities
have all rights, title and interest in and to the Dedicated CDO Securities Cash
Flow free and clear of any lien, encumbrance, security interest, pledge, charge
or other restriction of any kind (other than as set forth in the applicable
indenture governing the Dedicated CDO Securities) and have the authority, right
and ability to direct the Dedicated CDO Securities Cash Flows to the Agent as
contemplated in this Amendment.  To the
reasonable knowledge of the Owners of Dedicated CDO Securities, there is no
financing statement, security agreement, chattel mortgage, or other document
filed or recorded 


 


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with
any filing records, registry, or other public office, that purports to cover,
affect or give notice of any present or possible future lien on, or security
interest or security title in any Dedicated CDO Securities or Dedicated CDO
Securities Cash Flow or rights thereunder.


 


(vi)          Subsequent to this Amendment, the
Obligations (to the extent that there may be recourse to the Borrower with
respect thereto) shall constitute senior obligations of the Borrower which are pari passu with all other unsecured senior indebtedness of
the Borrower.


 


(b)                                 Covenants:  The Borrower and the Owners of Dedicated CDO
Securities hereby covenant for the benefit of the Agent and the Banks as
follows:


 


(i)            The Borrower and each Owner of
Dedicated CDO Securities will use commercially reasonable efforts to preserve
and keep in full force and effect its legal existence, to preserve and keep in
full force and effect all of its rights and franchises.


 


(ii)           Neither the Borrower nor any Owner of
Dedicated CDO Securities shall transfer, assign or otherwise grant any other
party any direct or indirect interests in any of the rights, title or interests
to the Dedicated CDO Securities or Dedicated CDO Securities Cash Flow.


 


(iii)          Neither the Borrower nor any Owner of
Dedicated CDO Securities shall create or incur or suffer to be created or
incurred or to exist any lien, encumbrance, security interest, pledge, charge
or other restriction of any kind (other than as set forth in the applicable
indenture governing the Dedicated CDO Securities) upon any of the Dedicated CDO
Securities or Dedicated CDO Securities Cash Flow.


 


(iv)          The Borrower and any Owner of
Dedicated CDO Securities shall at the request of the Agent cause Instruction
Letters to be delivered to any successor trustee.


 


(v)           The Borrower and any Owner of
Dedicated CDO Securities shall use good faith commercially reasonable efforts (x) to
obtain a waiver of the Wachovia negative pledge covenant and (y) to obtain
the consent of the trustee of the Dedicated CDO Securities for the a security
interest to be granted in the right to receive Dedicated CDO Securities Cash
Flow up to a maximum amount of the Obligations.


 


(c)                                  Covenants:  The Agent and the Banks hereby covenant for
the benefit of the Borrower and each Owner of the Dedicated CDO Securities
that, the upon receipt of Dedicated CDO Cash Flow in an aggregate amount equal
to the Obligations and at the request of the Borrower or the Owners of the
Dedicated CDO Securities, the Agent will execute and deliver a direction,
instruction letter or similar document providing that the cash proceeds from
the 


 


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Dedicated CDO Securities shall be paid to an
account reasonably designated by the Owner of the Dedicated CDO Securities and
the Agents on behalf of the Banks will acknowledge that they have no further
interests therein.


 


8.                                      Events of Default;
Remedies; Distribution of Proceeds.


 


(a)                                  Events of
Default:  If any of the following shall
occur, it shall constitute an “Event of Default” (collectively, “Events of
Default”):


 


(i)            If Borrower or any Owner of
Dedicated CDO Securities shall fail to perform any covenant contained herein.


 


(ii)           If the Borrower or any Owner of
Dedicated CDO Securities revokes any Instruction Letters or delivers to the
trustee of any Dedicated CDO Securities (or any successor trustee) a notice
seeking to redirect any Dedicated CDO Securities Cash Flow from the Agent prior
to the payment in full of the Obligations.


 


(iii)          In the event the trustee of any Designated
CDO Securities fails to observe or indicates an intention to dishonor any of
the Instruction Letters and delivers to the Owner of Dedicated CDO Securities
the Dedicated CDO Securities Cash Flow, and the Owner of Dedicated CDO
Securities fails to use best commercially reasonable efforts to seek to remedy
the trustee’s failure or fails to deliver promptly any Dedicated CDO Securities
Cash Flow received to the Agent.


 


(iv)          To the extent of any fraud,
intentional misrepresentation, or willful misconduct by the Borrower or any of
the Owners of Dedicated CDO Securities results in the failure of the Agent to
receive the Dedicated CDO Securities Cash Flow


 


(v)           If any of the Owners of Dedicated CDO
Securities (A) shall make an assignment for the benefit of creditors, or
admit in writing its general inability to pay or generally fail to pay its
debts as they mature or become due, or shall petition or apply for the
appointment of a trustee or other custodian, liquidator or receiver of such
Person or any substantial part of its respective assets (including, without
limitation, any Designated CDO Securities or Dedicated CDO Securities Cash
Flow), (B) shall commence any case or other proceeding relating to such
Person under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, receivership, dissolution or liquidation or similar law
of any jurisdiction, now or hereafter in effect, (C) shall take any action
to authorize or in furtherance of any of the foregoing, (D) become subject
to a petition or application seeking the appointment of a trustee or other
custodian, liquidator or receiver of any of the Owners of Dedicated CDO
Securities, or any substantial part of its respective assets (including,
without limitation, any Designated CDO Securities or Dedicated CDO Securities
Cash Flow), or a case or other proceeding shall be commenced


 


10






 












 


against
it or any of its Subsidiaries under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation or
similar law of any jurisdiction, now or hereafter in effect, and such Person
shall indicate its approval thereof, consent thereto or acquiescence therein or
such petition, application, case or proceeding shall not have been dismissed
within sixty (60) days following the filing or commencement thereof, or (E) become
subject to a decree or order entered appointing any trustee, custodian,
liquidator or receiver or adjudicating any of the Owners of Dedicated CDO
Securities bankrupt or insolvent, or approving a petition in any such case or
other proceeding, or a decree or order for relief is entered in respect of any
such Person in an involuntary case under federal bankruptcy laws as now or
hereafter constituted, provided, that the effect of any of the actions set
forth in (A) through (E) herein is to cause the Dedicated CDO Securities Cash
Flow to be paid to a party other than the Agent prior to the payment in full of
the Obligations; provided further, that in the event of any of the actions set
forth in (A) through (E) herein, the Agent and the Banks shall be permitted to
take action in connection with any such proceeding (including without
limitation, participating, and filing claims, in any Owner of Dedicated CDO
Securities’ bankruptcy proceedings) to enforce their rights and claims to the
Dedicated CDO Securities Cash Flows.


 


(b)                                 Remedies:  Subject to the non-recourse
provisions set forth in Section 13 below:


 


(i)                                     In the case any one or more of the Events of
Default shall have occurred and be continuing, then, and in any event, the
Agent may, and upon request of the Majority Banks shall, by notice in writing
to the Borrower declare all Obligations to be, and they shall thereupon
forthwith become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived
by the Borrower; provided, that solely in the event of any Event of Default
specified in Section 8(a)(v) hereof (an insolvency event), all such amounts
shall become immediately due and payable by the Owner of the Dedicated CDO
Securities that is subject to such insolvency event automatically and without
any requirement of presentment, demand, protest or other notice of any kind
from any of the Banks or the Agent.


 


(ii)                                  In the case any one or more of the Events of
Default shall have occurred and be continuing, and whether or not the Banks shall
have accelerated the maturity of the Loans pursuant to Section 8(b)(i) of this
Amendment, the Agent on behalf of the Banks may, and upon the request of the
Majority Banks shall, proceed to protect and enforce their rights and remedies
under this Amendment or the Credit Agreement as amended by this Amendment by
suit in equity, action at law or other appropriate proceeding, whether for
specific performance of any covenant or agreement contained in this Amendment,
the Credit Agreement as amended by this Amendment or the Transaction Documents,
and, if such 


 


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amount
shall have become due, by declaration or otherwise, proceed to enforce the
payment thereof or any other legal or equitable right.  No remedy herein conferred upon the Agent or
the holder of any Note is intended to be exclusive of any other remedy and each
and every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder now or hereafter existing at law or in equity or by
statute or any other provision of law. 
In the event that all or any portion of the Obligations is collected by
or through an attorney-at-law, the Borrower shall pay all costs of collection
including, but not limited to, reasonable attorneys’ fees.


 


(iii)                               In addition to the remedies set forth in (i) and
(ii) herein, in the event that any of the Dedicated CDO Securities Cash Flows
for any reason whatsoever are not being paid to the Agent as contemplated in
this Amendment, the Agent shall be permitted to pursue any and all rights and
remedies to enforce its rights under this Amendment.


 


(iv)                              All monies received by Agent from Borrower,
the trustee of any Dedicated CDO Securities and any other Person or obligor
under the Transaction Documents with respect to the Dedicated CDO Securities
Cash Flow pursuant hereto or to the other Transaction Documents, whether in
connection with the enforcement of this Amendment, the Transaction Documents or
otherwise, shall be distributed for application as follows:


 


(A)                              First, to payment of, or (as the case may be)
the reimbursement of, the Agent for or in respect of all reasonable costs,
expenses, and disbursements  (including,
without limitation, reasonable attorneys’ fees) which shall have been incurred
or sustained by the Agent acting in such capacity under this Amendment or in
support of any provision of adequate indemnity to the Agent against any taxes
or liens which by law shall have, or may have, priority over the rights of the
Agent to such monies, and payment of any other amounts due to Agent pursuant to
the terms of this Amendment;


 


(B)                                Second, to the payment of Default Interest on
the Reduced Principal Balance, applied among the Banks pro rata;


 


(C)                                Third, to the payment of the Reduced
Principal Balance, applied among the Banks pro rata;


 


(D)                               Fourth, to all other Obligations in such
order or preference as the Majority Banks shall determine; and


 


(E)                                 Lastly, the excess, if any, shall be returned
to the Borrower or to such other Persons as are legally entitled thereto.


 


12

















 


9.                                       Release of Agent and Banks.
 Each of the Amendment Parties hereby forever
releases and discharges the Agent, the Banks, their respective parent
corporations and all other corporations and entities affiliated with the Agent
and/or Banks, and its and their respective officers, directors, employees,
agents, attorneys and representatives, and the respective heirs, personal
representatives, successors and assigns of each of the foregoing, from any and
all liabilities, claims, counterclaims, causes of action, damages, costs,
expenses or demands of any kind whatsoever in law or in equity, including
without limitation, from any claims or joinders for sole liability,
contribution, indemnity or otherwise, which exist against them or any of them
which each of the Amendment Parties has, had or may have, whether known or
unknown, foreseen or unforeseen, by reason of, relating to, or arising in
connection with the preparation, execution, delivery or performance of the
Credit Agreement or this Amendment or arising with respect to any actions taken
by the Agent and/or Bank related to the Loan Documents and this Amendment.  This release relates to any actions taken by
the Agent, and/or Banks on or prior to the date of this Amendment and will
survive in perpetuity, provided, that in the event that the releases set forth
in Section 5 hereof are limited as set forth therein, the releases set forth in
this Section 9 shall equally limited.


 


10.                                 Indemnity.  The
Obligors agree to indemnify each of the Agent and the Banks, their directors,
officers, employees, agents and attorneys, and each legal entity, if any who
controls the Agent or Bank (collectively, the “Indemnified Parties”) and to
hold each Indemnified Party harmless from and against any and all claims,
damages, losses, liabilities, and expenses (including, without limitation, all
fees of counsel with whom any Indemnified Party may consult and all expenses of
litigation or preparation therefore) which any Indemnified Party may incur or
which may be asserted against any Indemnified Party in connection with or
arising out of a willful breach of this Amendment by the Borrower or the Owners
of Dedicated CDO Securities or in connection with a disgorgement as set forth in
Section 11 hereof; provided, however, that the foregoing indemnity agreement
shall not apply to claims, damages, losses, liabilities and expenses solely
attributable to an Indemnified Party’s gross negligence or willful misconduct.  The indemnity contained in this Section shall
survive the termination of this Amendment and payment of the Obligations.


 


11.                                 Reinstatement.  (a) Notwithstanding
anything contained herein to the contrary, in the event of a Bankruptcy
Proceeding is commenced for any of the Obligors within ninety (90) days of the
Effective Date and, as a result thereof, any portion of the consideration set
forth in section 2(b) above shall be disgorged to the relevant bankruptcy
estate, then the Obligations of the Obligors shall be reinstated in an amount
equal to (a) $174,576,404.12 multiplied by (b) the percentage equal to (y) any
portion of the consideration as set forth in 2(b) actually paid is disgorged
plus to the extent such payment is not yet made such right to payment has been
avoided or otherwise determined by order of the court not to be payable or
prevented from being paid in accordance with the terms hereof, divided by (z) $60,000,000.


 


(b)  If at any
time all or any part of any payment made to the Banks in accordance with this
Amendment is or must be rescinded or returned by the Agent or the Banks for any
reason whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of any of the Amendment Parties), such amounts shall, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence, and shall continue to be effective or be reinstated
with respect to the Borrower, as the case may be, as to such liabilities, all
as though such payment to the Agent and the Banks had not been made.


 


13

















 


12.                                 Assignment. 
Notwithstanding anything contained in the Loan Documents to the
contrary, (i) each Bank, including Agent, shall have the right to assign,
transfer, sell, negotiate, pledge or otherwise hypothecate its Loans and its
rights under the Loan Documents and this Amendment and rights hereunder and any
of its rights hereunder to any other party with the prior written consent of
Agent provided, however, that (i) the parties to each such assignment shall
execute and deliver to Agent, for its approval and acceptance, an Assignment
and Assumption, (ii) each such assignment shall be of a constant, and not a
varying, percentage of the assigning Bank’s rights and obligations under this Amendment,
(iii) if the potential assignee is not already a Bank hereunder, at least ten
(10) days prior to the date of the assignment, the potential assignee shall
deliver to Agent the fully completed Patriot Act and OFAC forms required by the
Agent and such other information as Agent shall require to successfully
complete Agent’s Patriot Act Customer Identification Process and OFAC Review
Process, and (iv) Agent shall receive from the assigning Bank a processing fee
of Three Thousand Five Hundred Dollars ($3,500.00); (ii) upon such execution,
delivery, approval and acceptance, and upon the effective date specified in the
applicable Assignment and Assumption, (a) the assignee or party thereunder
shall be a party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment and Assumption,
have the rights and obligations of a Lender hereunder, and Borrower hereby
agrees that all of the rights and remedies of Lenders in connection with the
interest so assigned shall be enforceable by an assignee with the same force
and effect and to the same extent as the same would have been enforceable but
for such assignment, and (b) the assigning Bank thereunder shall, to the extent
that rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Assumption, relinquish its rights and be released from its
obligations hereunder and thereunder.


 


13.                                 Non-Recourse Provisions.  Except
as otherwise provided in this Amendment (including in Section 11), the Banks
and the Agent shall look solely to the Dedicated CDO Cash Flows for the payment
of the Obligations and shall have no recourse against the Obligors under this
Amendment or the Credit Agreement . 
Notwithstanding the foregoing, nothing contained herein shall limit the
Bank’s recourse or remedies against any Person with respect to the payment of
the Dedicated CDO Securities Cash Flow.


 


14.                                 Expenses.  The
Borrower and the Owners of Dedicated CDO Securities agree to reimburse the Bank
at all times for the full and timely payment on demand of all attorneys’ fees,
court costs, and other legal expenses and all other costs and expenses of any
kind which the Agent may at any time pay or incur in attempting to collect or
enforce the Obligations under the Credit Agreement (collectively, the
“Expenses”).  To the extent that the
Agent has not been reimbursed for any Expenses, each Bank severally agrees to
pay to the Agent such Bank’s ratable share (as determined based upon
outstanding Loans) of the amount of such Expenses.


 


15.                                 Survival of Covenants.  Each
of the covenants contained herein shall be deemed to have been relied upon by
the Banks and the Agent, and shall survive the Effective Date and continue in
full force and effect so long as the Loans remain outstanding.  The indemnification obligations of the
Borrower provided herein shall survive the payment of the Loans.


 


16.                                 Joinder Agreements.  Upon
the Effective Date, the Joinder Agreements dated as of December 24, 2008
executed by each of GKK 2 Harold Mezz LLC, GKK 292 Madison Mezz 


 


14

















 


LLC and GKK 885 Third Mezz LLC (collectively,
the “Joinder Parties”) shall be of no further force and effect and the Joinder
Parties released.


 


17.                                 Reaffirmations. 
Obligors acknowledge, reaffirm and agree that prior to the Effective
Date:


 


(a)                                  That the Loan Documents constitute valid and
legally binding obligations of each of the Obligors party thereto, and that
each of the Loan Documents is enforceable against each of the Obligors party
thereto, in accordance with their terms or at law and equity, as the case may
be.


 


(b)                                 That the Borrower has no defenses, setoffs,
claims, counterclaims or causes of action of any kind or nature whatsoever with
respect to any of the Obligations under the Loan Documents, or with respect to
any other documents or instruments now or heretofore evidencing, securing or in
any way relating to any of the Obligations under the Loan Documents; and the
Borrower hereby expressly waives, releases and relinquishes any and all such
defenses, setoffs, claims, counterclaims and causes of action existing as of
the date of this Agreement.


 


18.                                 Integration.  In
the event there are any inconsistencies between any Loan Documents and this
Amendment, then the terms of this Amendment shall prevail.  The terms and provisions of this Amendment
(including, without limitation, the definitions of the capitalized terms which
are defined herein) shall be incorporated into each of the Loan Documents.


 


19.                                 Confidentiality.  The Amendment
Parties agree that the terms of the settlement and compromise described in this
Amendment are confidential and shall remain confidential and each of the
Amendment Parties agrees that such terms shall not be disclosed by any of the
Amendment Parties to any other Person unless otherwise authorized by Agent or
except to the extent that it is necessary to do so in working with legal
counsel, auditors, taxing authorities or other governmental agencies or
regulatory bodies or in order to comply with any applicable federal or state
laws including, without limitation, federal securities laws applicable to the
Borrower or any affiliate thereof, or pursuant to any governmental or
regulatory request or in connection with the exercise of any remedies hereunder
or under any other Loan Document or any action or proceeding relating to this
Amendment, the Credit Agreement or any other Loan Document or the enforcement
of rights hereunder or thereunder.


 


20.                                 Agent Indemnities from Banks.  Each
Bank agrees to severally indemnify the Agent, its directors, officers,
employees, agents and attorneys, and each legal entity, who controls the Agent
or Bank (collectively, the “Agent Indemnified Parties”) and to hold each Agent
Indemnified Party harmless from and against any and all claims, damages,
losses, liabilities, and expenses (including, without limitation, all fees of
counsel with whom any Agent Indemnified Party may consult and all expenses of
litigation or preparation therefor) which any Agent Indemnified Party may incur
or which may be asserted against any Agent Indemnified Party in connection with
or arising out of the matters referred to in this Amendment, the Outstanding
Letter of Credit or in the other Loan Documents by any person, entity or
governmental authority (including any person or entity claiming derivatively on
behalf of any Obligor) in an amount equal to such Bank’s ratable share (as
determined based upon outstanding Loans) of such claims, damages, losses,
liabilities, and expenses, whether (a) arising from or incurred in connection
with any breach of a representation, warranty or covenant by the Obligor, 


 


15

















 


(b) arising out of or
resulting from any suit, action, claim, proceeding or governmental investigation,
pending or threatened, whether based on court or governmental authority, or (c)
arising out of or relating to this Amendment, the Outstanding Letter of Credit
or any Loan Document; provided, however, that the foregoing indemnity agreement
shall not apply to claims, damages, losses, liabilities and expenses solely
attributable to an Agent Indemnified Party’s gross negligence or willful
misconduct.  The indemnity agreement
contained in this Section shall survive the termination of this Amendment or
the Outstanding Letter of Credit, payment of the Obligations under the Loan
Documents and assignment of any rights hereunder by the Agent or Banks.


 


21.                                 Miscellaneous.


 


(a)                                  THIS AMENDMENT IS A CONTRACT UNDER THE LAWS
OF THE STATE OF NEW YORK AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS
LAW SECTION 5-1401, FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF SUCH STATE.  THE
AMENDMENT PARTIES AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AMENDMENT OR
ANY OF THE OTHER TRANSACTION DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENT TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH
SUIT BEING MADE UPON THE BORROWER OR GUARANTORS BY MAIL AT THE ADDRESS
SPECIFIED IN §19 OF THE CREDIT AGREEMENT. 
NOTHING CONTAINED HEREIN, HOWEVER, SHALL PREVENT AGENT OR ANY BANK FROM
BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY RIGHTS UNDER THIS
AMENDMENT OR THE OTHER TRANSACTION DOCUMENTS WITHIN ANY OTHER STATE.  EACH OF THE AMENDMENT PARTIES HEREBY WAIVES
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE. OF ANY SUCH SUIT
OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.


 


(b)                                 The Borrower shall reimburse the Agent for
all expenses for which the Agent is entitled to be reimbursed as set forth in
section 6(c), including without limitation the fees of counsel for the Agent in
connection with this Amendment.


 


(c)                                  Each and every one of the terms and
provisions of this Amendment shall be binding upon and shall inure to the
benefit of the Borrower, the Banks and the Agent and their respective
successors and assigns.


 


(d)                                 This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall constitute but
one and the same instrument.


 


(e)                                  This Amendment, the other Transaction
Documents and the other Loan Documents express the entire understanding of the
parties with respect to the transactions contemplated hereby.  Neither this Amendment nor any term hereof
may be changed, waived, discharged or terminated, except as provided in Section
27 of the Credit Agreement.


 


(f)                                    The provisions of this Amendment are severable,
and if any one clause or 


 


16

















 


provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof,
in such jurisdiction, and shall not in any manner affect such clause or
provision in any other jurisdiction, or any other clause or provision of this
Amendment in any jurisdiction.


 


(g)                                 Except as may otherwise be expressly set forth
herein, the execution and delivery of this Amendment shall not be construed to
establish a course of conduct or imply that any other, future or further
waivers, consents or forbearance shall be considered, provided or agreed to.


 


(h)                                 THE PARTIES HEREBY AGREE NOT TO ELECT A TRIAL
BY JURY OF ANY ISSUE CONCERNING OR ARISING UNDER THIS AGREEMENT TRIABLE OF
RIGHT BY JURY, AND WAIVE ANY RIGHT TO A TRIAL BY JURY FULLY TO THE EXTENT THAT
ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, ANY
COMMUNICATIONS OR NEGOTIATIONS.  THIS
WAIVER OF THE RIGHT TO A TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY
THE PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH
ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE OR
EXIST.  EACH PARTY IS HEREBY AUTHORIZED
TO FILE A COPY OF THIS AGREEMENT IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF
THIS WAIVER BY THE OTHER PARTY.


 


[Remainder of page intentionally left blank]


 


17

















 


[SIGNATURE PAGE TO AMENDMENT AND COMPROMISE AGREEMENT]


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized as of the day and year
first above written.


 


 


	
  WITNESS:

  	
  GKK
  CAPITAL LP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  Gramercy Capital Corp., on behalf of

  
	
   

  	
   

  	
  itself
  and as its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Kate Rivera

  	
   

  	
        By:

  	
  /s/
  Roger M. Cozzi

  
	
   

  	
  Name:
  Kate Rivera

  	
   

  	
   

  	
  Name:
  Roger M. Cozzi

  
	
   

  	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
						



 


18

















 


[SIGNATURE
PAGE TO AMENDMENT AND COMPROMISE AGREEMENT]


 


 


	
   

  	
   

  	
  KEY
  BANK NATIONAL ASSOCIATION,

  individually and as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Gregory W. Lane

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  W. Lane

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
  [SIGNATURE PAGE TO AMENDMENT AND COMPROMISE
  AGREEMENT]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RAYMOND
  JAMES BANK, FSB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Kathy Bennett

  
	
   

  	
   

  	
  Name:

  	
  Kathy
  Bennett

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 
















 


[SIGNATURE
PAGE TO AMENDMENT AND COMPROMISE AGREEMENT]


 


 


	
   

  	
  CITICORP NORTH AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael M. Belhart

  
	
   

  	
  Name:

  	
  Michael M. Belhart

  
	
   

  	
  Title:

  	
  Director

  



 

















 


[SIGNATURE PAGE TO AMENDMENT AND COMPROMISE AGREEMENT]


 


 


 


	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James Rolison

  
	
   

  	
   

  	
  Name:

  	
  James Rolison

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 

















 


[SIGNATURE PAGE TO AMENDMENT AND COMPROMISE AGREEMENT]


 


	
   

  	
  MORGAN
  STANLEY SENIOR

  FUNDING, INC. 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Doster

  
	
   

  	
  Name:

  	
  Thomas Doster

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


[SIGNATURE PAGE TO AMENDMENT AND COMPROMISE AGREEMENT]


	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig V. Koshkarian

  
	
   

  	
  Name:

  	
  Craig V. Koshkarian

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


[SIGNATURE PAGE TO AMENDMENT AND COMPROMISE AGREEMENT]


 


	
   

  	
  ACCEPTED
  AND AGREED BY

  
	
   

  	
  GUARANTORS
  AS FOLLOWS:

  
	
   

  	
   

  
	
   

  	
  GKK
  MADISON INVESTMENT LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert R.
  Foley

  
	
   

  	
  Name: Robert R. Foley

  
	
   

  	
  Title: Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
  GRAMERCY
  INVESTMENT TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert R.
  Foley

  
	
   

  	
  Name: Robert R. Foley

  
	
   

  	
  Title: Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
  GRAMERCY
  INVESTMENT QRS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert R.
  Foley

  
	
   

  	
  Name: Robert R. Foley

  
	
   

  	
  Title: Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
  GRAMERCY
  INVESTMENT QRS II CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert R.
  Foley

  
	
   

  	
  Name: Robert R. Foley

  
	
   

  	
  Title: Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
  GRAMERCY
  INVESTMENT QRS S1 CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert R.
  Foley

  
	
   

  	
  Name: Robert R. Foley

  
	
   

  	
  Title: Chief Operating
  Officer

  



 

















 


[SIGNATURE
PAGE TO AMENDMENT AND COMPROMISE AGREEMENT]


 


	
   

  	
  GKK
  2 HERALD MEZZ LLC

  
	
   

  	
   

  
	
   

  	
  By: GKK 2 Herald Junior
  Mezz LLC, its member

  
	
   

  	
   

  
	
   

  	
  By: GKK 2 Herald Sub
  Junior Mezz LLC, its member

  
	
   

  	
   

  
	
   

  	
  By: GKK 2 Herald Manager
  LLC, its manager

  
	
   

  	
   

  
	
   

  	
  By: GKK Capital LP, its
  sole member

  
	
   

  	
   

  
	
   

  	
  By: Gramercy Capital
  Corp., its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Roger M. Cozzi

  
	
   

  	
  Name:

  	
  Roger
  M. Cozzi

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  GKK
  292 MADISON MEZZ LLC

  
	
   

  	
   

  
	
   

  	
  By: GKK 292 Madison
  Junior Mezz LLC, its member

  
	
   

  	
   

  
	
   

  	
  By: GKK 292 Madison
  Manager LLC, its manager

  
	
   

  	
   

  
	
   

  	
  By: GKK Capital LP, its
  sole member

  
	
   

  	
   

  
	
   

  	
  By: Gramercy Capital
  Corp., its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Roger M. Cozzi

  
	
   

  	
  Name:

  	
  Roger
  M. Cozzi

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
				



 

















 


[SIGNATURE
PAGE TO AMENDMENT AND COMPROMISE AGREEMENT]


 


	
   

  	
  GKK
  885 THIRD MEZZ LLC

  
	
   

  	
   

  
	
   

  	
  By: GKK 885 Third Junior
  Mezz LLC, its member

  
	
   

  	
   

  
	
   

  	
  By: GKK 885 Third
  Manager LLC, its manager

  
	
   

  	
   

  
	
   

  	
  By: GKK Capital LP, its
  sole member

  
	
   

  	
   

  
	
   

  	
  By: Gramercy Capital
  Corp., its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Roger M. Cozzi

  
	
   

  	
  Name:

  	
  Roger
  M. Cozzi

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer