Exhibit 10.2


 


AGREEMENT AMONG LENDERS AND AGENT


 


This
Agreement Among Lenders and Agent, dated as of December 20, 2007, is made
by and among iStar Financial Inc., a Maryland corporation (“iStar”),
Behringer Harvard RI Lender, LLC, a Delaware limited liability company (“Behringer”),
and CSSF Master Fund, LP, a Texas limited partnership (“CSSF”).


 


W I T N E S S E T H:


 


WHEREAS,
iStar, as holder of Tranche A-1, Behringer, as holder of Tranche B, and CSSF,
as holder of portion of Tranche A-2 (collectively, “Initial Lenders”)
are, respectively, each a ‘Lender’ under that certain loan in the aggregate
amount of up to $60,000,000.00 to Royal Island Bahamas Ltd., a Bahamian
company, RIBL US Borrower LLC, a Delaware limited liability company and Royal
Island Golf Club Bahamas Ltd., a Bahamian company (collectively, “Initial
Borrowers”), pursuant to that certain Credit Agreement of even date
herewith (the “Credit Agreement”) by and between Initial Lenders and
Initial Borrowers;


 


WHEREAS,
the loan is made in three ‘tranches’, identified in the Credit Agreement as “Tranche
A-1”, “Tranche 

A-2” and “Tranche B” and the Initial Lenders desire to agree that the tranches
will have a priority of payment as between the Lenders as is herein provided;


 


WHEREAS,
iStar, in its capacity as the Agent under the Credit Agreement, and the Lenders
further desire to agree to and to evidence certain other understandings between
them relating the loan;


 


NOW, THEREFORE, in
consideration of the mutual covenants herein contained, the parties hereto
mutually agree as follows:


 


1.       Definitions;
Conflicts.  All capitalized terms
used herein and not otherwise defined shall have the meaning given to such term
in the Credit Agreement.  References to a
“Section” or the “recitals” are, unless otherwise specified, to a Section or
the recitals of this Agreement.  Whenever
used in this Agreement, the following terms shall have the respective meanings
set forth below unless the context clearly requires otherwise.


 


“Agreement”
shall mean this Agreement Among Lenders and Agent, the exhibits and schedules
hereto and all amendments hereof and supplements hereto.


 


“Balloon
Payment” shall mean, with respect to the Mortgage Loan, the payment of
principal due on its stated maturity date.


 


“Borrower
Related Parties” shall have the meaning assigned such term in Section 10.


 


“Collection
Account” shall mean with respect to each Note, the account in which amounts
are segregated (by ledger entries or otherwise) and held for the benefit of the
related Holder.


 

















 


“Credit
Agreement” shall have the meaning given in the Recitals hereto.


 


“Cut-Off
Date” shall have the meaning assigned to such term in Section 10(a).


 


“Event
of Default” shall mean an “Event of Default” as defined in the Credit
Agreement.


 


“Loan
Fees” shall mean and refer to, as applicable, the Origination Fees, Non-Use
Fees, Exit Fees and Extension Fees as such terms are defined under the Credit
Agreement.


 


“Prepayment”
shall mean any payment of principal made by the Borrower with respect to the Loan
which is received in advance of its scheduled Maturity Date, whether made by
reason of a casualty or condemnation, due to the acceleration of the maturity
of the Loan or otherwise.


 


“Purchase
Option Trigger” shall mean and refer to the occurrence of any of the
following:  (a) an Event of Default,
or (b) any date on or after the date which is six (6) months
following the date hereof, without regard to whether any default or Event of
Default has occurred.


 


“Remittance
Date” shall have the meaning assigned to such term in Section 4.


 


“Repurchase
Date” shall have the meaning assigned such term in Section 5.


 


“Tranche
A Loans” shall mean and refer to, collectively, the interest of the Tranche
A-1 Holder and the Tranche A-2 Holder in the Loan.


 


“Tranche A-1 Purchase
Price” shall mean the sum of the following, without duplication (a) the
Tranche A-1 Principal Balance (as of the date of purchase), (b) accrued
and unpaid interest on the Tranche A-1 Principal Balance, up to (but excluding)
the date of purchase, provided payment is made in good funds by 2:00 p.m.
New York local time and (c) except as otherwise provided in this
Agreement, the Exit Fee applicable to Tranche A-1.


 


“Tranche
A-2 Purchase Price” shall mean the sum of the following, without
duplication (a) the Tranche A-2 Principal Balance (each as of the date of
purchase), (b) accrued and unpaid interest on the Tranche A-2 Principal
Balance, up to (but excluding) the date of purchase, provided payment is
made in good funds by 2:00 p.m. New York local time, and (c) except
as otherwise provided in this Agreement, the Exit Fee applicable to Tranche A-2.


 


“Tranche
A-1 Holder” shall mean the initial holder(s) of the Note evidencing
Tranche A-1 or any subsequent holder of Tranche A-1.


 


“Tranche
A-2 Holder” shall mean the initial holder(s) of the Note evidencing
Tranche A-2 or any subsequent holder of Tranche A-2.


 


“Tranche
B Holder” shall mean the initial holder(s) of the Note evidencing
Tranche B or any subsequent holder of Tranche B.


 


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“Tranche
A-1 Principal Balance” shall mean, at any time of determination, the
initial Tranche A-1 Principal Balance as set forth in the Mortgage Loan
Schedule, less any payments of principal thereon received by the Tranche A-1
Holder and any reductions in such amount pursuant to Section 3.


 


“Tranche
A-2 Principal Balance” shall mean at any time of determination, the initial
Tranche A-2 Principal Balance as set forth in the Mortgage Loan Schedule, less
any payments of principal thereon received by the Tranche A-2 Holder and any
reductions in such amount pursuant to Section 3.


 


“Tranche
B Holder Repurchase Notice” shall have the meaning assigned such term in Section 5.


 


“Tranche
B Principal Balance” shall mean at any time of determination, the initial
Tranche B Principal Balance as set forth in the Mortgage Loan Schedule, less
any payments of principal thereon received by the Tranche B Holder and any
reductions in such amount pursuant to Section 3.


 


2.       Loan
Fees.  Each of the Loan Fees provided
for pursuant to the Credit Agreement shall be payable to the Lenders, pari
passu in accordance with each Lender’s Pro Rata Share.  Agent shall deliver (or cause to be delivered)
to the Lenders, unless otherwise agreed in writing by the Lenders, all Loan
Fees received pursuant to the Credit Agreement, within one (1) Business
Day following receipt thereof.


 


3.       Payments
to the Lenders.  (a) Except as
otherwise expressly provided herein, so long as no Event of Default has
occurred and is continuing, all amounts tendered by the Borrower or otherwise
available for payment on the Loan, shall be distributed by the Agent to (i) first,
the Agent, to pay for the Administrative Fee, if any, then due and payable, (ii) second,
costs and expenses required to be paid to the Agent pursuant to Section 9.2A
of the Credit Agreement, (iii) third, costs and expenses required to be
paid to the Lenders pursuant to Section 9.2A of the Credit Agreement, pari
passu  in accordance with each Lender’s Pro
Rata Share, and (iv) fourth, to the Lenders pari passu in accordance with
each Lender’s Pro Rata Share, in payment of any Loan Fees then due and payable,
if any, and (v) fifth, to the Lenders pari passu in accordance with each
Lender’s Pro Rata Share, for application first to interest accrued and unpaid
and then to any scheduled principal payment (including Balloon Payments) on the
Loan and any Prepayment on the Loan, provided however, that
notwithstanding the foregoing provision of this 3(a)(iv), with respect to Net
Cash from Project Sales received for Release Parcels during the Extension
Period (but not as to any such amounts received prior to the commencement of
the Extension Period), such funds shall be paid in the following priority: (1) first,
to the Tranche A-1 Holder, to be applied in reduction of the Tranche A-1
Principal Balance until such balance is zero, (2) second, to the Tranche
A-2 Holder, to be applied in reduction of the Tranche A-2 Principal Balance
until such balance is zero, and (3) third, to the Tranche B Holder, to be
applied in reduction of the Tranche B Principal Balance until such balance is
zero;


 


(b) Except
as otherwise provided herein, following the occurrence, and during the
continuance of, an Event of Default, all amounts tendered by the Borrower or
otherwise available for payment on the Loan shall be distributed by the Agent
in the following order of priority:


 


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(i)            first, to the Agent, to pay for the Administrative Fee,
if any, then due and payable,


 


(ii)           second, costs and expenses required to be paid to the
Agent pursuant to Section 9.2A of the Credit Agreement;


 


(iii)          third, costs and expenses required to be paid to the
Lenders pursuant to Section 9.2A of the Credit Agreement pari passu in
accordance with each Lender’s Pro Rata Share;


 


(iv)          fourth, to the Tranche A-1 Holder, in an amount equal to
the accrued and unpaid interest (at the non-Default Rate) on the Tranche A-1 Principal
Balance;


 


(v)           fifth, to the Tranche A-2 Holder, in an amount equal to
the accrued and unpaid interest (at the non-Default Rate) on the Tranche A-2
Principal Balance;


 


(vi)          sixth, to the Tranche B Holder, in an amount equal to the
accrued and unpaid interest (at the non-Default Rate) on the Tranche B
Principal Balance;


 


(vii)         seventh, to the Tranche A-1 Holder, in an amount equal to any
scheduled principal payment (including Balloon Payments) on the Loan and any Prepayment
on the Loan, in each case to be applied in reduction of the Tranche A-1
Principal Balance until such balance is zero;


 


(viii)        eighth, to the Tranche A-2 Holder, in an
amount equal to any scheduled principal payment (including Balloon Payments) on
the Loan and any Prepayment on the Loan, in each case to be applied in
reduction of the Tranche A-2 Principal Balance until such balance is zero;


 


(ix)           ninth, to the Tranche B Holder, in an amount equal to any
scheduled principal payment (including Balloon Payments) on the Loan and any Prepayment
on the Loan, in each case to be applied in reduction of the Tranche B Principal
Balance until such balance is zero;


 


(x)            tenth, to the payment of Loan Fees, to the payment of
interest accrued and unpaid on the Loan, if any, at the Default Rate, and, if
any excess amount is paid by the Borrower, and not otherwise applied in
accordance with the foregoing clauses (i) through (x) of this Section 4,
in each case to be paid to the Lenders, pari passu based
on their respective initial Pro Rata Share.


 


(c)           Notwithstanding any provision of this
Section 4, any other provision herein, or in the Credit Agreement or any
other Loan Documents to the contrary, funds payable or paid pursuant to the
Recourse Guaranty shall be paid to, and only to, Behringer and neither Agent
nor any other Lender shall have any entitlement thereto.  Further and without limitation to the foregoing,
none of Behringer’s other rights, whether to payment or otherwise, hereunder or
under the Credit Agreement or otherwise, shall be affected by the payment to
and/or receipt of any amounts pursuant to the Recourse Guaranty.


 


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4.       Collection
Accounts; Payment Procedure.  (a) Pursuant
to the terms of this Agreement and the Credit Agreement, the Agent shall
establish and maintain the Collection Account or Collection Accounts, as
applicable.  Each of the Lenders hereby
directs the Agent, in accordance with the priorities set forth in Section 4,
and subject to the terms of this Agreement and the Credit Agreement, to deposit
or credit into the applicable Collection Account all payments received with
respect to the Loan and to remit from the applicable Collection Account for
deposit or credit within one Business Day after receipt of such funds (the “Remittance
Date”) all payments received with respect to the Loan and allocable to the
Lenders, by wire transfer to accounts maintained by each Lender and designated
to the Agent in writing.  Amounts on
deposit in the Collection Account shall be applied at the times and for the
purposes specified in this Agreement and the Credit Agreement.  Each Lender agrees that if at any time it
shall receive from any sources whatsoever any payment on account of the Loan in
excess of its distributable share thereof, it will promptly remit such excess
to the Agent.  The obligations of each Lender
under this Section 7 constitute absolute, unconditional and continuing
obligations.


 


5.       Purchase of Tranche A-1 by Tranche B Holder.  (a) If a Purchase Option Trigger has
occurred, the Tranche B Holder shall have the right, in its sole discretion, by
written notice to the Agent (a “Tranche B Holder Repurchase Notice”), at
any time after the occurrence of a Purchase Option Trigger and prior to the
earliest to occur of (a) the cure of the Event of Default which gave rise
to the Purchase Option Trigger, or (b) the consummation of a foreclosure sale,
sale by power of sale or delivery of a deed in lieu of foreclosure with respect
to the real property Collateral (each, a “Cut-off Date”), to purchase the
Tranche A-1 Loan for the Tranche A-1 Purchase Price by delivering a Tranche B
Holder Repurchase Notice in accordance with this paragraph prior to a Cut-off
Date.  Upon the timely delivery of the Tranche
B Holder Repurchase Notice to the other Lenders as hereinabove described, the Tranche
A-1 Holder shall sell its interest in the Loan (free and clear of any
participation interest therein) for the Tranche A-1 Purchase Price, on a date
(the “Repurchase Date”) not less than five (5) Business Days nor
more than ninety (90) days after the date of the Tranche B Holder Repurchase
Notice; provided that, such Repurchase
Date shall be set forth in the Tranche B Holder Repurchase Notice.  Unless the Tranche B Holder’s right to
purchase the Tranche A-1 Loan has previously terminated, upon delivery of the Tranache
B Holder Repurchase Notice, the Tranche B Holder shall have an obligation to
purchase the Tranche A-1 Loan in accordance with the terms of this
Agreement.  The Tranche A-1 Purchase
Price shall be calculated by the Agent three (3) Business Days prior to
the Repurchase Date (and such calculation shall be accompanied by reasonably
detailed back-up documentation explaining how such price was determined).  Agent shall give notice to Lenders of the
receipt of any Tranche B Holder Repurchase Notice promptly following delivery
of the same to Agent.


 


(b)           The right of Tranche B Holder to
purchase Tranche A-1 pursuant to this Agreement is not, and shall not be deemed
to be, conditioned upon or subject to a purchase of all or any part of Tranche
A-2.


 


6.       Purchase of Tranche A-2 by Tranche B Holder.  (a) If a Purchase Option Trigger has
occurred, the Tranche B Holder shall have the right, in its sole discretion, by
written notice to the Agent (a “Tranche B Holder Repurchase Notice”), at
any time after the occurrence of a Purchase Option Trigger and prior to the
earliest to occur of (a) the cure of the Event of Default which gave rise
to the Purchase Option Trigger, or (b) the consummation of a 


 


5





















 


foreclosure
sale, sale by power of sale or delivery of a deed in lieu of foreclosure with
respect to the real property Collateral (each, a “Cut-off Date”), to
purchase the Tranche A-2 Loan for the Tranche A-2 Purchase Price by delivering
a Tranche B Holder Repurchase Notice in accordance with this paragraph prior to
a Cut-off Date.  Upon the timely delivery
of the Tranche B Holder Repurchase Notice to the other Lenders as hereinabove
described, the Tranche A-2 Holder shall sell its interest in the Loan (free and
clear of any participation interest therein) for the Tranche A-2 Purchase
Price, on a date (the “Repurchase Date”) not less than five (5) Business
Days nor more than ninety (90) days after the date of the Tranche B Holder
Repurchase Notice; provided that,
such Repurchase Date shall be set forth in the Tranche B Holder Repurchase
Notice.  Unless the Tranche B Holder’s
right to purchase the Tranche A-2 Loan has previously terminated, upon delivery
of the Tranache B Holder Repurchase Notice, the Tranche B Holder shall have an
obligation to purchase the Tranche A-2 Loan in accordance with the terms of
this Agreement.  The Tranche A-2 Purchase
Price shall be calculated by the Agent three (3) Business Days prior to
the Repurchase Date (and such calculation shall be accompanied by reasonably
detailed back-up documentation explaining how such price was determined).  Agent shall give notice to Lenders of the
receipt of any Tranche B Holder Repurchase Notice promptly following delivery
of the same to Agent.


 


(b)           Notwithstanding any provision herein
or in the Credit Agreement to the contrary, the Tranche A-2 Purchase Price
shall not include, and Tranche B Holder shall not be required to pay, all or
any part of the Exit Fee in connection with the purchase of Tranche A-2.


 


(c)           The right of Tranche B Holder to
purchase Tranche A-2 pursuant to this Agreement is not, and shall not be deemed
to be, conditioned upon or subject to a purchase of all or any part of Tranche
A-1.


 


7.       Special Circumstances A-1 Control Right.  (a) In the event of the occurrence of an
Event of Default by Borrower in its obligation to repay the Loan at its
maturity or if any other Event of Default occurs for which the Loan is
accelerated pursuant to the Credit Agreement (each, a “Control Trigger”),
which Event of Default is not cured or waived by the Agent and/or Lenders in accordance
with the terms of the Credit Agreement (it being understood that nothing herein
shall be deemed to require any waiver or acceptance of cure of the same), and if,
within one hundred twenty (120) days following its receipt of written notice
from Agent of the occurrence of such Control Trigger (which notice shall also
state that the Event of Default therein identified is a Control Trigger for
purposes of this Agreement) (the “Special Circumstances A-1 Control Right
Event of Default Notice”), the Tranche B Holder shall not elect to exercise
its option to purchase the Tranche A-1 Loan pursuant to the provisions of Section 5
hereinabove (a “Negative Purchase Election”), then in such circumstance,
notwithstanding any provision of the Credit Agreement to the contrary, in the
event any decision, approval or consent of the Lenders or Requisite Lenders
regarding the enforcement of the rights and remedies of the Lenders against the
Borrower and/or the Collateral is required or requested pursuant to the Credit
Agreement (but excluding for this purpose any decision, approval or consent
relating to an amendment, termination, forgiveness, waiver, or ‘workout’ of the
Loan, as to which the provisions of this Section 7 shall not apply and as
to all of which the Tranche B Holder has and shall retain all control, rights,
and remedies notwithstanding the occurrence of any Negative Purchase Election),
Tranche B Holder shall, and shall be deemed to, ‘vote’ its consent or
disapproval in the same fashion as iStar (in its capacity as Tranche A-1
Holder) on 


 


6





















 


such decision; provided
however, the provisions of this Section 7 shall not and are not intended
to apply to, and the reference herein to Collateral shall not and shall not be
deemed to include, the Recourse Guaranty or any decision pertaining to the
Recourse Guaranty or the exercise of any rights or remedies thereunder, as to
all of which the Tranche B Holder has and shall retain all control, rights, and
remedies notwithstanding the occurrence of any Negative Purchase Election.  Neither the provisions of this Section 7
nor the occurrence of a Negative Purchase Election are, or are intended to,
affect, limit or alter in any manner whatsoever the rights granted to the
Tranche B Holder pursuant to Sections 5 and 6 of this Agreement, all of which
shall nonetheless be and remain fully effective subject only to the terms
thereof.  Notwithstanding any provision
herein, in the Credit Agreement or in any other Loan Documents to the contrary,
(x) the provisions of this Section 7 are solely for the benefit of
iStar (as the Tranche A-1 Holder) and Behringer (as the Tranche B Holder) and
shall not be enforceable by or against, nor convey any right or benefit upon
any other person or entity and (y) iStar shall not have the right to
assign, transfer, or convey, in whole or in part, directly or indirectly, the
rights or benefits provided pursuant to this Section 7, all of which are
personal to iStar in its capacity as the Tranche A-1 Holder.


 


(b)           Nothing in this Section 7 shall
relieve Agent or Lenders from their respective obligations to comply with the provisions
of the Credit Agreement pertaining to, or constitute a waiver by Tranche B
Holder of, any rights of Tranche B Holder as a Lender pursuant to the Credit
Agreement or otherwise to receive or request information and notices, be
consulted and/or participate in decision-making for the Loan with Agent and/or
the other Lenders (subject only to the provisions of Section 7(a)).


 


(c)           The provisions of this Section 7
are effective only as to the Tranche B Holder during any period that Behringer
is the Tranche B Holder and shall no longer be effective or enforceable against
the Tranche B Holder if Behringer (or an Affiliate of Behringer) is no longer
the owner of Tranche B.


 


8.             Delivery of Certain Information.  Supplementing, and without limitation to, the
rights of the Lenders pursuant to the Credit Agreement, Agent hereby agrees
that Agent shall: (a) provide to the Lenders (1) at the written
request of any Lender, a summary of the current status of principal and
interest payments on the Loan, (2) copies of the Borrower’s current
financial statements (monthly, quarterly and annually, as applicable, as
provided in the Loan Documents) and any other financial statements or reports
furnished under the Loan Documents, in each case, to the extent in the Agent’s
possession, (3) current information, if any, as to the value of the
Collateral, to the extent in the Agent’s possession, (4) agreements that
govern the administration of the Loan by the Agent, (5) copies of any
default or acceleration notices sent to the Borrower or Sponsor Guarantor with
respect to the Loan and all material correspondence related thereto, and (b) provide
to any Lender such other information with respect to the Borrower, the Loan
and/or any Collateral therefore, reasonably requested by such Lender, to the
extent in the Agent’s possession or control.


 


9.             Representations of the Parties.  The Lenders and Agent each represent and
warrant to the other Lenders and Agent, as the case may be, that it is an
entity of the type, and organized or formed, as applicable, and in good
standing in the jurisdiction, identified in the signature block to this
Agreement, the execution, delivery and performance of this Agreement is 


 


7





















 


within its corporate powers, has been duly
authorized by all necessary corporate action, and does not contravene the such
party’s charter or any law or contractual restriction binding upon such party,
and that this Agreement is the legal, valid and binding obligation of such
party enforceable against it in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights
generally, and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law), and except
that the enforcement of rights with respect to indemnification and contribution
obligations may be limited by applicable law.


 


10.           No Creation of a Partnership or
Exclusive Purchase Right.  Nothing
contained in this Agreement, and no action taken pursuant hereto shall be
deemed to constitute the arrangement between or among any Lenders and/or the
Agent a partnership, association, joint venture or other entity.  No party hereto shall have any obligation
whatsoever to offer to any other party hereto the opportunity to purchase notes
or interests relating to any future loans originated by such party or any of
its Affiliates, and if any party chooses to offer to any other party hereto the
opportunity to purchase notes or any interests in any future mortgage loans
originated by such party or its Affiliates, such offer shall be at such
purchase price and interest rate as such party chooses, in its sole and
absolute discretion.  No party hereto, by
reason of this Agreement, shall have any obligation whatsoever to purchase from
any other party hereto any notes or interests in any future loans originated by
such other party or any of its Affiliates.


 


11.           Not a Security.  No Note shall be deemed to be a security
within the meaning of the Securities Act of 1933 or the Securities Exchange Act
of 1934.


 


12.           Lender Disclosure.  The provisions of Section 9.23 of the
Credit Agreement are incorporated into this Agreement as if fully set forth
herein.


 


13.           Other Business Activities of the Lenders.  The Lenders acknowledge that any Lender may
make loans or otherwise extend credit to, and generally engage in any kind of
business with, any Affiliate of the Borrower (each, a “Borrower Related
Party”), and receive payments on such other loans or extensions of credit
to the Borrower Related Parties and otherwise act with respect thereto freely
and without accountability in the same manner as if this Agreement and the
transactions contemplated hereby were not in effect.


 


14.           No Fiduciary Duty.  No Lender shall owe any fiduciary duty to the
Agent or any other Lender.  No Lender will
have any liability to any other Lender or the Agent for any action taken, or
for refraining from the taking of any action, pursuant to this Agreement, or
the giving of any consent or for errors in judgment.


 


15.           No Pledge or Loan.  This Agreement shall not be deemed to
represent a pledge of any interest in the Loan by any Lender to any other
Lender, or a loan from any Lender to any other Lender.


 


16.           Governing Law; Waiver of Jury
Trial.  THIS AGREEMENT AND THE
RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE 


 


8





















 


STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.  EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.


 


17.           Modifications.  This Agreement shall not be modified,
cancelled or terminated except by an instrument in writing signed by the
parties hereto.


 


18.           Successors and Assigns; Third
Party Beneficiaries.  This Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns, including without limitation any additional
Lenders which may acquire an interest in the Loan as an additional Tranche A-2
Holder (and Agent shall require, as a condition to any additional Tranche A-2
Holder acquiring such interest in the Loan and being entered as such in the
Register, the execution of an acknowledgment, joinder and agreement to this
Agreement by such additional Tranche A-2 Holder).  None of the provisions of this Agreement
shall be for the benefit of or enforceable by any Person not a party hereto or
a successor or assign of a party hereto.


 


19.           Counterparts.  This Agreement may be executed in any number
of counterparts and all of such counterparts shall together constitute one and
the same instrument.


 


20.           Captions.  The titles and headings of the paragraphs of
this Agreement have been inserted for convenience of reference only and are not
intended to summarize or otherwise describe the subject matter of the
paragraphs and shall not be given any consideration in the construction of this
Agreement.


 


21.           Notices.  All notices required hereunder shall be given
in the manner provided for the giving of notices pursuant to the Credit
Agreement, addressed to the parties as provided on Exhibit B attached
hereto and made a part hereof.  All
written notices so given shall be deemed effective upon receipt or, if mailed,
upon the earlier to occur of receipt or the expiration of the fourth (4th)
day following the date of mailing.


 


22.           Custody of Mortgage Loan Documents.  The originals of all of the Loan Documents
(other than the Notes, each of which has been or is contemporaneously herewith
being delivered to the related Lender and the Recourse Guaranty, which has been
or is contemporaneously herewith being delivered to Behringer) will be held by
the Agent on behalf of all of the Lenders, as custodial agent thereof.


 


23.           Statement of Intent. It is the intention of the
parties hereto that, for purposes of federal income taxes, state and local
income and franchise taxes and any other taxes imposed upon, measured by or
based upon gross or net income, this Agreement shall be treated as beneficial
ownership by the Lenders of their respective Notes, and not as a partnership,
taxable mortgage pool or REMIC.  The
terms of this Agreement shall be interpreted to further this intention of the
parties.  The parties hereto agree that,
unless otherwise required by appropriate tax authorities, no tax returns,
reports or other forms shall be required to be filed on behalf of the
arrangement represented by this Agreement. 
Each Holder, by its acceptance of its 


 


9





















 


interest herein, agrees,
unless otherwise required by appropriate tax authorities, to file its own tax
returns and reports in a manner consistent with such characterization.


 


[NO FURTHER TEXT ON THIS PAGE]


 


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IN
WITNESS WHEREOF, each of the Lenders and Agent has caused this Agreement to be
duly executed as of the day and year first above written.


 


 


	
   

  	
  iStar
  Financial, Inc., a Maryland corporation,

  individually as a Tranche A-1 Holder and as the

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Daniel
  Abrams

  	
   

  
	
   

  	
   

  	
  Name: Daniel Abrams

  
	
   

  	
   

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  Behringer Harvard RI
  Lender, LLC, a Delaware

  limited liability company, as Tranche B Holder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Gerald J.
  Reihsen, III

  	
   

  
	
   

  	
   

  	
  Name: Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CSSF Master Fund, LP, a
  Texas limited partnership,

  as a Tranche A-2 Holder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Warren W.
  Garden

  	
   

  
	
   

  	
   

  	
  Name: Warren W. Garden

  
	
   

  	
   

  	
  Title: Authorized Agent

  



 

















 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


A.            Description of Mortgage Loan


 


	
  Borrower:

  	
  Royal Island Bahamas Ltd., a Bahamian company, Royal Island Golf Club
  Bahamas Ltd., a Bahamian company, and RIBL US Borrower LLC, a Delaware
  limited liability company

  
	
   

  	
   

  
	
  Date of Loan: 

  	
  December 20, 2007

  
	
   

  	
   

  
	
  Maximum
  Principal Amount of Loans In the Aggregate: 

  	
  $60,000,000.00

  
	
   

  	
   

  
	
  Total Amount of Commitment for each Loan Tranche:

  	
  Tranche A-1:
  $10,000,000.00

  

  Tranche A-2: $10,000,000.00

  

  Tranche B: $40,000,000.00

  
	
   

  	
   

  
	
  Location
  of Real Property Collateral: 

  	
  Commonwealth of The
  Bahamas

  
	
   

  	
   

  
	
  Maturity Date:

  	
  Subject to extension as provided pursuant to the Credit Agreement,
  one (1) year after the Closing Date of the Loan, or such earlier date as
  the Loans are prepaid in full or accelerated.

  



 

















 


EXHIBIT B


 


Tranche A-1 Holder:


 


	
  iStar Financial Inc.

  
	
  1114 Avenue of the
  Americas, 39th Floor

  
	
  New York, new York 10036

  
	
  Attention:  Chief Operating Officer

  
	
  Facsimile No.  212-930-9494

  



 


	
  With a copy to:

  
	
   

  Katten Muchin Rosenman LLP

  525 West Monroe Street

  Chicago, Illinois 60661

  Attention:  Ann Marie Sink, Esq.

  
	
  Facsimile No.:  312-902-1061

  



 


Tranche A-2 Holder:


 


	
  CSSF Master Fund, LP

  
	
  100 Crescent Court, Suite 475

  
	
  Dallas, Texas  75201

  
	
  Attention:  Attn:  J. Richard Rees

  
	
  Facsimile No.  (214) 871-6711

  



 


[exhibit continues on next page]


 

















 


[Exhibit B continued]


 


Tranche B Holder:


 


	
  Behringer Harvard RI Lender,
  LLC

  
	
  15601 Dallas Parkway, Suite 600

  
	
  Addison, Texas 75001

  
	
  Attention:  Jim Fant

  
	
  Facsimile No.  214-655-1610

  



 


	
  With a copy to:

   

  DLA Piper US LLP

  1251 Avenue of the Americas

  New York, New York 10020

  Attention: Koren Blair

  Facsimile: 212-884-8540