RI Q4 2011 Exhibit 10.13




Exhibit 10.13 
THIRD OMNIBUS AMENDMENT TO 
LOAN DOCUMENTS
by and among
FIRST STATES INVESTORS 5000A, LLC
 AMERICAN FINANCIAL REALTY TRUST 
FIRST STATES GROUP, L.P., and 
FIRST STATES MANAGEMENT CORP., LLC, each 
having an address at 
1725 The Fairway
 Jenkintown, Pennsylvania 19046 
 
LASALLE BANK NATIONAL ASSOCIATION,
having an address at 
135 South LaSalle Street, Suite 1625
Jenkintown, Pennsylvania 19046
and
PNC BANK, NATIONAL ASSOCIATION 
Two PNC Plaza 
31st Floor, 620 Liberty Avenue 
Pittsburgh, Pennsylvania 15222 
 
 
Dated as of March 31, 2004









This THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS, dated as of March 31, 2004 (this Agreement), is by and among FIRST STATES INVESTORS 5000A, LLC, a Delaware limited liability company (together with its successors and assigns, Borrower), AMERICAN FINANCIAL REALTY TRUST, a Maryland real estate investment trust (together with its successors and assigns, AFR), FIRST STATES GROUP, L.P., a Delaware limited partnership (together with its successors and assigns, FSG; AFR and FSG are each referred to herein as a Guarantor and collectively as the Guarantors), FIRST STATES MANAGEMENT CORP., LLC, a Delaware limited liability company (together with its successors and assigns, Manager), each having a principal place of business and chief executive office c/o First States Group, L.P., 1725 The Fairway, Jenkintown, Pennsylvania 19046, PNC BANK, NATIONAL ASSOCIATION, having an address at Two PNC Plaza, 31st Floor, 620 Liberty Avenue, Pittsburgh, Pennsylvania 15222 (together with its successors and assigns, Cash Management Bank) and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, having an address at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, as Trustee for the registered holders of GMAC Commercial Mortgage Securities, Inc. Series 2003-C3 Mortgage Pass-Through Certificates (together with its successors and assigns, Lender). 
W I T N E S S E T H  
WHEREAS, pursuant to an Amended and Restated Loan and Security Agreement(together with all amendments, replacements and supplements, the Loan Agreement), dated as of October 1, 2003, between Borrower and German American Capital Corporation, a Maryland corporation ("GACC"), as predecessor to Lender, GACC made a loan to Borrower in the principal amount of $440,000,000.00 (the Loan);
WHEREAS, the Loan was originally evidenced by a Consolidated Amended and Restated Note, dated as of October 1, 2003 (the Original Note) made by Borrower in favor of GACC, which Original Note evidenced an indebtedness of Borrower to GACC in the principal amount of $440,000,000.00
WHEREAS, pursuant to Section 5.1.11 of the Loan Agreement, (as hereinafter defined), on December 1, 2003, Borrower and GACC severed the Original Note into five (5) substitute promissory notes: (i) that certain Promissory Note A1, dated as of the date as of December 1, 2003, made by Borrower in favor of GACC, in the principal amount of $100,000,000 (Substitute Note A1); (ii) that certain Promissory Note A2, dated as of December 31, 2003, made by Borrower in favor of GACC, in the principal amount of $75,000,000 (Substitute Note A2); (iii) that certain Promissory Note A3, dated as of December 31, 2003, made by Borrower in favor of GACC, in the principal amount of $85,000,000 (Substitute Note A3); (iv) that certain Promissory Note A4, dated as of December 31, 2003, made by Borrower in favor of GACC, in the principal amount of $80,000,000 (Existing Substitute Note A4) and (v) that certain Promissory Note B, dated as of December 31, 2003, made by Borrower in favor of GACC, in the principal amount of $100,000,000 (Substitute Note B) in an aggregate principal amount equal to the Existing Debt;





1






WHEREAS, GACC is the current owner and holder of the Existing Substitute Note A4;
WHEREAS, pursuant to Section 5.1.11 of the Long Agreement, Borrower and GACC desire to amend and restate the Existing Substitute Note A4 and sever the Existing Substitute A4 Note int o three (3) substitute promissory notes: (i) that certain Amended and Restated Promissory Note A4, dated as of the date hereof, made by Borrower in favor of GACC, in the principal amount of $40,000,000 (Amended and Restated Substitute Note A4); (ii) that certain Promissory Note A5, dated as of the date hereof, made by Borrower in favor of GACC, in the principal amount of $10,000,000 (Substitute Note A5); (iii) that certain Promissory Note A6, dated as of the date hereof, made by Borrower in favor of GACC, in the principal amount of$20,000,000 (Substitute Note A6 and together with Substitute Note A1, Substitute Note A2, Substitute Note A3, Amended and Restated Substitute Note A4, Substitute Note A5, and Substitute Note B, and all extensions, renewals, modifications, consolidations, substitutions,replacements and restatements thereof, is hereinafter referred to as the Substitute Notes);
WHEREAS, the Substitute Notes shall evidence the Loan in the aggregate maximum principal amount of $440,000,000.00 (the Principal Amount) payable in accordance with the terms of the Substitute Notes and the Loan Agreement;
WHEREAS, pursuant to that certain Agreement Among Noteholders, dated as of December 18, 2003, relating to the Loan, Lender has the authority to enter into this Agreement on behalf of the holder of each of the Substitute Notes to memorialize the severance of Existing Substitute Note A4 and the issuance of the Amended and Restated Substitute Note A4, Substitute Note A5 and Substitute Note A6.
WHEREAS, Borrower, Cash Management Bank, Manager, Guarantors and Lender desire to amend the terms of the Loan Documents (as defined in the Loan Agreement); and
WHEREAS, Borrower, Guarantors, Manager, Cash Management Bank and Lender intend that these Recitals be a material part of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, ten dollars ($10.00) paid in hand by Lender to Borrower, Manager, Cash Management Bank and each Guarantor and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower, Manager, Cash Management Bank, Guarantors and Lender hereby agree as follows:
Section 1. Document References.  All references in any Loan Document to the "Note" shall be deemed to be a reference to the Substitute Notes as amended, restated, modified, consolidated or severed.

2






Section 2. Monthly Amount, Principal Amount.  All references to (i) "Monthly Amount" in any of the Loan Documents shall mean the sum of the "Monthly Amount" payable under each of the promissory notes constituting the Note; (b) "Principal Amount" in any of the Loan Documents shall mean the sum of the "Principal Amount" outstanding under each of the promissory notes constituting the Note.
Section 3.  Representations and Warranties.  Borrower, Manager, Cash Management Bank and each Guarantor represent and warrant that each of its representations and warranties contained in any of the Loan Documents to which it is a party are true and correct in all material respects as of the dated as of December 31, 2003. 
Section 4.  Full Force and Effect.  Except as amended by this Agreement, each of the Loan Documents shall continue to remain in full force and effect.  Notwithstanding anything to the contrary, this Agreement shall not amend the Note or the Substitute Notes and the Substitute Notes shall continue to remain unmodified and in full force and effect.
Section 5.  Ratification.  Each Guarantor hereby reaffirms each of its obligations under that certain (i) Guaranty of Recourse Obligations and (ii) Environmental Indemnity, each dated as of June 30, 2003, as amended, and confirms that such obligations shall apply and relate in all respects to the Loan and the Loan Documents as amended by this Agreement and the Substitute Notes.
Section 6.  Headings.  Each of the captions contained in this Agreement are for the convenience of reference only and shall note define or limit the provisions hereof.
Section 7.  Governing Law.  This Agreement shall be governed by the laws of the State of New York, without regard to choice of law rules.
Section 8. Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one binding agreement.
Section 9.   Severability.  The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such invalidity or unenforceablity shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





3






IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the date first written above.
	
		
	 
	BORROWER:

	 
	 

	 
	FIRST STATES INVESTORS 5000A, LLC

	 
	a Delaware limited liability company

	 
	 

	 
	By: /s/ Glenn Blumenthal

	 
	Name:  Glenn Blumenthal

	 
	Title:    Vice President

	 
	 

	 
	GUARANTORS:

	 
	 

	 
	AMERICAN FINANCIAL REALTY TRUST,

	 
	a Maryland real estate investment trust

	 
	 

	 
	By: /s/ Glenn Blumenthal

	 
	Name:   Glenn Blumenthal

	 
	Title:     Senior Vice President

	 
	 

	 
	 

	 
	FIRST STATES GROUP, L.P.,

	 
	a Delaware limited partnership

	 
	 

	 
	By:     First States Group, LLC,

	 
	a Delaware limited liability company,

	 
	its General Partner

	 
	 

	 
	By: /s/ Glenn Blumenthal

	 
	Name:  Glenn Blumenthal

	 
	Title:   Senior Vice President

	 
	 

	 
	MANAGER:

	 
	 

	 
	FIRST STATES MANAGEMENT CORP, LLC,

	 
	a Delaware limited liability company

	 
	 

	 
	By: /s/ Glenn Blumenthal

	 
	Name:  Glenn Blumenthal

	 
	Title:    Vice President

	 
	 

	 
	 









	
		
	 
	LENDER:

	 
	 

	 
	LASALLE BANK NATIONAL ASSOCIATION,

	 
	as Trustee on behalf of the holders of each of the

	 
	Substitute Notes

	 
	 

	 
	By: GMAC Commercial Mortgage Corporation, as

	 
	Master Servicer

	 
	 

	 
	By: /s/ Gary Routzaho

	 
	Name: Gary Routzaho

	 
	Title: Vice President

	 
	 











ACCEPTED, ACKNOWLEDGED AND AGREED TO BY 
PNC BANK, NATIONAL ASSOCIATION SOLELY WITH 
RESPECT TO SECTION 5 HEREOF AND AS THIS 
AGREEMENT MODIFIES THE TERMS OF THAT CERTAIN 
ACCOUNT AND CONTROL AGREEMENT, DATED AS OF
JUNE 30, 2003, BY BORROWER, LENDER AND 
PNC BANK, NATIONAL ASSOCIATION: 


PNC BANK, NATIONAL ASSOCIATION


By: /s/ Dona M. Hutchinson
Name: Dona M. Hutchinson
Title: VP









	
	
	FIRST STATES GROUP, L.P.

	 

	STATE OF Pennsylvania         )

	                                                 )ss.

	COUNTY OF Philadelphia      )

	 






On the 2nd day of April the year 2004 before me, the undersigned, a notary public in and for said state, personally appeared Glenn Blumenthal, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
	
			
	 
	 
	/s/ Deborah R. Cureton

	 
	 
	Notary Public

	 
	 
	 

	[Notary Seal]
	 
	My Commission expires:  March 31, 2007













	
				
	LENDER
	 
	 
	 

	 
	 
	 
	 

	STATE OF PA                           )
	 
	 
	 

	                                                   )ss.
	 
	 
	 

	COUNTY OF Montgomery      )
	 
	 
	 

	 
	 
	 
	 




On the 7th day of April the year 2004 before me, the undersigned, a notary public in and for said state, personally appeared Gary A. Routzaho VP , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
	
			
	 
	 
	/s/ Barbara Visco

	 
	 
	Notary Public

	 
	 
	 

	[Notary Seal]
	 
	My Commission expires:  November 15, 2007