RI Q4 2011 Exhibit 10.52






Exhibit 10.52






FIRST AMENDMENT TO LOAN AGREEMENT
among
FIRST STATES INVESTORS 3300 B, L.P.,
as Borrower,
PB CAPITAL CORPORATION,
together with its successors and assigns, as Lenders, and
PB CAPITAL CORPORATION,
as Agent for Lenders
Dated as of August 22, 2008













FIRST AMENDMENT TO LOAN AGREEMENT
This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of August 22, 2008, is made by and among FIRST STATES INVESTORS 3300 B, L.P., a Delaware limited partnership, having an office at c/o Gramercy Capital Corp., 420 Lexington Avenue, New York, New York 10170 (“Borrower”), PB CAPITAL CORPORATION, a Delaware corporation, having an office at 230 Park Avenue, 19th Floor, New York, New York 10169 (together with its successors and permitted assigns in such capacity as a lender, including any permitted Assignees (as hereinafter defined) hereunder, each a “Lender” and collectively “Lenders”), and PB CAPITAL CORPORATION, a Delaware corporation, having an office at 230 Park Avenue, 19th Floor, New York, New York 10169, in its capacity as agent for Lenders (together with its successors and assigns in such capacity as agent for Lenders, “Agent”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Existing Loan Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, Borrower, Lenders and Agent are parties to that certain Loan Agreement dated as of April 1, 2008 (the “Existing Loan Agreement”) pursuant to which Lenders agreed to make, and the Agent agreed to administer, a loan to Borrower in the principal amount of $240,000,000 (the “Loan”), upon the terms and conditions set forth in the Existing Loan Agreement;
WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Loan Agreement (the “Original Mezzanine Loan Agreement”), dated as of April 1, 2008, among First States Investors B GP, LLC, a Delaware limited liability company, First States Group, L.P., a Delaware limited partnership and other borrowers named therein (collectively, “Original Mezzanine Borrower”), Goldman Sachs Commercial Mortgage Capital, L.P. (“Goldman”), a Delaware limited partnership (as subsequently assigned to Goldman Sachs Mortgage Company, a New York general partnership (“Goldman Company”)), Citigroup North America, Inc., a Delaware corporation (“Citi”) and SL Green Realty Corp., a Maryland corporation (“SL Green,” together with Goldman and Citi, collectively, “Original Mezzanine Lender”) and all other agreements, certificates or other documents evidencing or securing or executed in connection with the Original Mezzanine Loan (collectively, the “Original Mezzanine Loan Documents”), Original Mezzanine Lender is the owner and holder of a loan to Original Mezzanine Borrower having a principal amount of up to $850,000,000 (the “Original Mezzanine Loan”);
WHEREAS, on April 1, 2008, Agent, Lenders and Original Mezzanine Lender entered into that certain Intercreditor Agreement dated as of April 1, 2008 (“Original Intercreditor Agreement”) to provide for the relative priority of, and to evidence certain agreements with respect to, the Loan Documents, the Original Mezzanine Loan Documents, on the terms and conditions set forth therein;













WHEREAS, the parties comprising Original Mezzanine Lender have entered into that certain Co-Lender Agreement (the “Original Co-Lender Agreement”) dated as of November, 2007;
WHEREAS, on the date hereof, pursuant to the terms of that certain Reallocation Agreement, dated as of August 22, 2008, among Goldman Company, Citi, SL Green and Original Mezzanine Borrower, Goldman Company, Citi, SL Green and Original Mezzanine Borrower have agreed to bifurcate and reallocate the principal amount oft he Original Mezzanine Loan (the “Mezzanine Restructuring”) into two (2) tranches of $500,0000,000 (the “Senior Mezzanine Loan”) and the $100,000,000 (the “Junior Mezzanine Loan”), respectively;
WHEREAS, on the date hereof, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Senior Mezzanine Loan Agreement (the “Senior Mezzanine Loan Agreement”), dated as of the date hereof, among First States Investors B GP, LLC, a Delaware limited liability company, First States Group, L.P., a Delaware limited partnership and other borrowers named therein, Goldman Company and Citi (Goldman Company and Citi, collectively, “Senior Mezzanine Lender”) and all other agreements, certificates or other documents evidencing or securing or executed in connection with the Senior Mezzanine Loan (collectively, the “Senior Mezzanine Loan Documents”), Senior Mezzanine Lender is the owner and holder of the Senior Mezzanine Loan;
WHEREAS, on the date hereof, pursuant to the terms, provisions and conditions set forth in that certain Junior Mezzanine Loan Agreement (the “Junior Mezzanine Loan Agreement”), dated as of the date hereof, among First States Investors B GP, LLC, a Delaware limited liability company, GKK Junior Mezz 2 LLC, a Delaware limited liability company, Goldman Company, Citi and SL Green (Goldman Company, Citi and SL Green, collectively, “Junior Mezzanine Lender”) and all other agreements, certificates or other documents evidencing or securing or executed in connection with the Junior Mezzanine Loan (collectively, the “Junior Mezzanine Loan Documents”), Junior Mezzanine Lender is the owner and holder of the Junior Mezzanine Loan;
WHEREAS, on the date hereof, pursuant to the terms, provisions and conditions set forth in that certain Co-Lender Agreement, dated as of the date hereof, by Junior Mezzanine Lender (the ”Co-Lender Agreement”), Junior Mezzanine Lender has superseded the Original Co-Lender Agreement as pertaining to the Senior Mezzanine Loan and the Junior Mezzanine Loan, to set forth certain of their respective rights with respect to the Junior Mezzanine Loan; and
WHEREAS, on the date hereof, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Intercreditor Agreement (“Amended and Restated Intercreditor Agreement”), dated as of the date hereof, among Agent, Senior Mezzanine Lender and Junior Mezzanine Lender, Agent, Senior Mezzanine Lender and Junior Mezzanine Lender have amended and restated the Original Intercreditor Agreement, to provide for the relative priority of, and to evidence certain agreements with respect to, the Loan Documents, the Senior Mezzanine Loan Documents and the Junior Mezzanine Loan Documents, on the terms and conditions set forth therein;

2








WHEREAS, Borrower, Agent and Lenders desire to make certain amendments to the Existing Loan Agreement (the Existing Loan Agreement, as modified by this Amendment, the “Loan Agreement”) to reflect the Mezzanine Restructuring and the entry into the Amended and Restated Mezzanine Intercreditor Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Agent and Lenders hereby agree as follows:
Section 1.    Amendments.
(a)    The definitions in Section 1.1 of the Existing Loan Agreement of the terms set forth below are amended and restated in their entirety by the following:
“Mezzanine Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement dated as of August 22, 2008 among Agent, Lenders and Mezzanine Lenders.
“Mezzanine Lender” means Senior Mezzanine Lender and/or Junior Mezzanine Lender, together with their successors and assigns in such capacities as lenders, as the context indicates, each a “Mezzanine Lender” and collectively, “Mezzanine Lenders”.
“Mezzanine Loan” means the Senior Mezzanine Loan and/or the Junior Mezzanine Loan, as the context may require.
“Mezzanine Loan Agreement” means the Senior Mezzanine Loan Agreement and/or the Junior Mezzanine Loan Agreement, as the context may require.
“Mezzanine Loan Documents” means the Senior Mezzanine Loan Documents and/or the Junior Mezzanine Loan Documents, as the context may require.
(b)    The following definitions are added to Section 1.1 of the Existing Loan Agreement in alphabetical order (and the terms listed below shall also have such definitions in this Amendment).
“Junior Mezzanine Borrower” means GKK Junior Mezz 2 LLC, a Delaware limited liability company.
“Junior Mezzanine Lender” means collectively, Goldman Sachs Mortgage Company, a New York general partnership, Citigroup North America, Inc., a Delaware corporation and SL Green Realty Corp., a Maryland corporation, together with their successors and assigns in such capacities as lenders.
“Junior Mezzanine Loan” means a loan made by Junior Mezzanine Lender to Junior Mezzanine Borrower in the amount of $100,000,000 pursuant to the Junior Mezzanine Loan Agreement.

3








“Junior Mezzanine Loan Agreement” means that certain Junior Mezzanine Loan Agreement dated as of August 22,2008 by and among Junior Mezzanine Borrower and Junior Mezzanine Lender.
“Junior Mezzanine Loan Documents” means collectively, the Junior Mezzanine Loan Agreement and all agreements, certificates or other documents evidencing or securing or executed in connection with the Junior Mezzanine Loan.
“Senior Mezzanine Borrower” means collectively, Borrower GP and Borrower LP, and certain Affiliates of Borrower Partners and Guarantor party to the Senior Mezzanine Loan Agreement.
“Senior Mezzanine Lender” means collectively, Goldman Sachs Mortgage Company, a New York general partnership, and Citigroup North America, Inc., a Delaware corporation, together with their successors and assigns in such capacities as lenders.
“Senior Mezzanine Loan” means a loan made by Senior Mezzanine Lender to Senior Mezzanine Borrower in the amount of $500,000,000 pursuant to the Senior Mezzanine Loan Agreement.
“Senior Mezzanine Loan Agreement” means that certain Amended and Restated Senior Mezzanine Loan Agreement dated as of August 22, 2008 by and among Senior Mezzanine Borrower and Senior Mezzanine Lender.
“Senior Mezzanine Loan Documents” means collectively, the Senior Mezzanine Loan Agreement and all agreements, certificates or other documents evidencing or securing or executed in connection with the Senior Mezzanine Loan.
(c)    Schedule 6.1 to the Existing Loan Agreement IS hereby deleted and replaced with Schedule 6.1 attached hereto.
Section 2.    Ratification and Reaffirmation.  Borrower hereby ratifies and reaffirms its obligations, waivers, indemnities and covenants under the Existing Loan Agreement, as modified hereby, and the other Loan Documents to which it is a party.
Section 3.    Remaking of Representations and Warranties. Borrower hereby remakes as of the date hereof all of the representations and warranties set forth in the Existing Loan Agreement and the other Loan Documents to which it is a party.
Section 4.    Representations and Warranties.   Borrower hereby represents and warrants to Agent that, as of the date hereof:
(a)    Borrower has the power and requisite authority and is duly authorized to execute and deliver this Amendment and to perform its obligations under the Existing Loan Agreement, as modified hereby, and the other Loan Documents to which it is a party.



4








(b)    The Existing Loan Agreement, as modified hereby, and the other Loan Documents to which Borrower is a party constitute the legal, valid and binding obligation of Borrower.
(c)    Neither the execution and delivery of this Amendment nor the performance by Borrower of its obligations under the Existing Loan Agreement, as modified hereby, and/or the other Loan Documents to which Borrower is a party will (a) violate any Legal Requirement, (b) result in a breach of any of the terms, conditions or provisions of, or constitute a default under any mortgage, deed of trust, indenture, agreement, permit, franchise, license, note or instrument to which Borrower or any Affiliate of Borrower is a party or by which it or any of its properties is bound, (c) result in the creation or imposition of any mortgage, deed of trust, lien, charge or encumbrance of any nature whatsoever upon any of the assets of Borrower or any Affiliate of Borrower (except as contemplated by the Existing Loan Agreement, as modified hereby, and/or by the other Loan Documents), or (d) violate any provision of the Borrower Partnership Agreement or other organizational documents of Borrower or either Borrower Partner. Neither Borrower nor either Borrower Partner is in default with respect to any Legal Requirement relating to its formation or organization.
(d)    All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or other actions with respect to or by, any Governmental Authorities or any party to any Permitted Encumbrance that are required in connection with the valid execution, delivery and performance by Borrower of its obligations under the Existing Loan Agreement, as modified hereby, or the other Loan Documents to which Borrower is a party have been obtained and are in full force and effect.
Section 5.    Entire Agreement. The Existing Loan Agreement, as modified hereby, and the other Loan Documents represent the entire agreement between the parties with respect to the subject matter thereof.
Section 6.    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Agent and Lenders and their respective successors and assigns and Borrower.
Section 7.    No Other Amendments; Effectiveness. Except as amended hereby, the Existing Loan Agreement remains unmodified and in full force and effect.
Section 8.    Counterparts. This Amendment may be executed in any number of counterparts, with the same effect as if all of the parties had signed the same document. All counterparts shall be construed together and constitute one agreement.
[The remainder of this page is intentionally left blank.]











5






IN WITNESS WHEREOF, the parties hereto have caused this Amendment as of the date first above written.
	
	
	BORROWER:

	 

	FIRST STATED INVESTORS 3300 B, L.P.,

	a Delaware limited partnership

	 

	 

	By: /s/ Robert R. Foley

	Name: Robert R. Foley

	Title: Chief Operating Officer/Vice President






[Signatures continued on next page.]









	
	
	AGENT:

	 

	PB CAPITAL CORPORATION, a Delaware

	corporation

	 

	 

	By: /s/ Olivia A. Lam

	Name: Olivia A. Lam

	Title: Vice President

	 

	By: /s/ Paul Oliveri

	Name: Paul Oliveri

	Title: Associate

	 

	 

	LENDER:

	 

	PB CAPITAL CORPORATION, a Delaware

	corporation

	 

	By: /s/ Olivia A. Lam

	Name: Olivia A. Lam

	Title: Vice President

	 

	By: /s/ Paul Oliveri

	Name: Paul Oliveri

	Title: Associate

































Chart 1




Page 1








Chart 2




Page 2








Chart 3




Page 3








Chart 4




Page 4








Chart 5




Page 5








Chart 6




Page 6








Chart 7




Page 7








Chart 8




Page 8








Chart 9




Page 9








Chart 10




Page 10








Chart 11












Page 11