Exhibit 10.1

     

    AMENDMENT NO. 9 TO CREDIT
AGREEMENT

     

    THIS
AMENDMENT NO. 9 TO CREDIT AGREEMENT (this “Amendment”) is dated
as of November 30, 2010, by and among Cornerstone Operating Partnership, L.P., a
Delaware limited partnership (the “Administrative
Borrower”), each of the “Borrowing Base
Subsidiaries” party hereto (together with the Administrative Borrower,
each a “Borrower” and
collectively, “Borrowers”), the
“Guarantors” signatory hereto (together with Borrowers, the “Credit Parties”), HSH
Nordbank AG, New York Branch, a German banking corporation acting through its
New York branch, as lender (together with its successors and assigns, each a
“Lender” and
collectively the “Lenders”), and HSH
Nordbank AG, New York Branch, a German banking corporation acting through its
New York branch, in its capacity as administrative agent for the Lenders (in its
capacity as administrative agent for the Lenders, together with any permitted
successor administrative agent, the “Administrative
Agent”) and arranger.  Capitalized terms not defined herein
shall have the respective meanings set forth in the Credit Agreement (as defined
below).

     

    Recitals

     

    WHEREAS,
Borrowers, Guarantors, Lenders and Administrative Agent have entered into that
certain Credit Agreement, dated as of June 30, 2006 (the “Original Credit
Agreement”), as amended by that certain Amendment and Waiver No. 1 to
Credit Agreement, dated as of July 31, 2007 (“Amendment No. 1 to Credit
Agreement”), that certain Amendment No. 2 to Credit Agreement, dated as
of November 14, 2007 (“Amendment No. 2 Credit
Agreement”), that certain Amendment No. 3 to Credit Agreement, dated as
of June 30, 2008 (“Amendment No. 3 to Credit
Agreement”), that certain Amendment No. 4 to Credit Agreement, dated as
of June 30, 2010 (“Amendment No. 4 to Credit
Agreement”), that certain Amendment No. 5 to Credit Agreement, dated as
of August 31, 2010 (“Amendment No. 5 to Credit
Agreement”), that certain Amendment No. 6 to Credit Agreement, dated as
of September 30, 2010 (“Amendment No. 6 to Credit
Agreement”), that certain Amendment No. 7 to Credit Agreement, dated as
of October 29, 2010 (“Amendment No. 7 to Credit
Agreement”) and that certain Amendment No. 8 to Credit Agreement, dated
as of November 12, 2010 (“Amendment No. 8 to Credit
Agreement”, together with the Original Credit Agreement, Amendment No. 1
to Credit Agreement, Amendment No. 2 to Credit Agreement, Amendment No. 3 to
Credit Agreement, AmendmentNo. 4 to Credit Agreement, Amendment No. 5 to Credit
Agreement, Amendment No. 6 to Credit Agreement, and Amendment No. 7 to Credit
Agreementand as otherwise modified, amended or supplemented from time to time,
collectively, the “Credit
Agreement”);

     

    WHEREAS,
pursuant to (i) that certain Joinder and Amendment Agreement, dated as of
November 30, 2006, among COP-Goldenwest, LLC, a California limited liability
company (“COP-Goldenwest”),
Administrative Borrower, the Guarantors, Lenders and Administrative Agent, (ii)
that certain Joinder Agreement dated as of November 30, 2006, among, COP-Western
Ave., LLC a California limited liability company (“COP-Western”),
COP-Goldenwest, Administrative Borrower, the Guarantors, Lenders and
Administrative Agent, (iii) that certain Joinder Agreement, dated as of January
19, 2007, among COP-Deer Valley, LLC, an Arizona limited liability company
(“COP-Deer
Valley”), COP-Western, COP-Goldenwest, Administrative Borrower, the
Guarantors, Lenders and Administrative Agent, and (iv) that certain Joinder
Agreement, dated as of September 28, 2007, among COP-Pinnacle Peak, LLC, an
Arizona limited liability company (“COP-Pinnacle Peak”),
COP-Western, COP-Goldenwest, COP-Deer Valley, Administrative Borrower, the
Guarantors, Lenders and Administrative Agent, each of COP-Goldenwest,
COP-Western, COP-Deer Valley and COP-Pinnacle Peak were joined to the Credit
Agreement and the other Financing Documents, each as a “Borrower” and as a
“Borrowing Base Subsidiary.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    WHEREAS,
the payment of the Obligations and the performance of the other obligations of
Borrowers under the Credit Agreement and the other Financing Documents are
secured by, amongst other things, (i) that certain Deed of Trust, Assignment of
Leases and Rents, Fixture Filing and Security Agreement, by COP-Goldenwest, as
grantor, in favor of Commonwealth Land Title Company, solely as trustee, for the
benefit of Administrative Agent, recorded as of December 1, 2006 in the Official
Records of Orange County, California, as Instrument No. 2006000808373, as
amended by that certain First Amendment to Deed of Trust, dated as of June 30,
2010, recorded as of July 6, 2010 in the Official Records of Orange County,
California as instrument No. 2010000316843 (as amended and modified, from time
to time, the “Goldenwest Deed of
Trust”), encumbering the property more particularly described therein
(the “Goldenwest
Property”), (ii) that certain Assignment of Leases and Rents, by
COP-Goldenwest, in favor of Administrative Agent, recorded as of December 1,
2006 in the Official Records of Orange County, California, as Instrument No.
2006000808374 (the “Goldenwest
Assignment”), (iii) that certain Deed of Trust, Assignment of Leases and
Rents, Fixture Filing and Security Agreement, by COP-Western, as grantor, in
favor of Commonwealth Land Title Company, solely as trustee, for the benefit of
Administrative Agent, recorded as of December 1, 2006 in the Official Records of
Los Angeles County, California, as Instrument No. 2006266762, as amended by that
certain First Amendment to Recorded Documents, dated as of June 30, 2010,
recorded as of July 6, 2010 in the Official Records of Los Angeles County,
California as Instrument No. 20100918735 (as amended and modified, from time to
time, the “Western
Deed of Trust”), encumbering the property more particularly described
therein (the “Western
Property”), (iv) that certain Assignment of Leases and Rents, by
COP-Western, in favor of Administrative Agent, recorded as of December 1, 2006
in the Official Records of Los Angeles County, California, as Instrument No.
20062667663, as amended by that certain First Amendment to Recorded Documents,
dated as of June 30, 2010, recorded as of July 6, 2010 in the Official Records
of Los Angeles County, California as Instrument No. 20100918735 (as amended and
modified, from time to time (the “Western Assignment”),
(v) that certain Deed of Trust, Assignment of Leases and Rents, Fixture Filing
and Security Agreement, by COP-Deer Valley, as grantor, in favor of Magnus Title
Agency, solely as trustee, for the benefit of Administrative Agent, recorded as
of January 22, 2007 in the Official Records of Maricopa County, Arizona, as
Instrument No. 20070081545, as amended by that certain First Amendment to
Recorded Documents, dated as of June 30, 2010, recorded as of July 2, 2010 in
the Official Records of Maricopa County, Arizona as Instrument No. 20100566186
(as amended and modified, from time to time, the “Deer Valley Deed of
Trust”), encumbering the property more particularly described therein
(the “Deer Valley
Property”), (vi) that certain Assignment of Leases and Rents, by COP-Deer
Valley, in favor of Administrative Agent, recorded as of January 22, 2007 in the
Official Records of Maricopa County, Arizona, as Instrument No. 20070081546, as
amended by that certain First Amendment to Recorded Documents, dated as of June
30, 2010, recorded as of July 2, 2010 in the Official Records of Maricopa
County, Arizona as Instrument No. 20100566186 (as amended and modified, from
time to time, the “Deer Valley
Assignment”), and (vii) that certain Deed of Trust, Assignment of Leases
and Rents, Fixture Filing and Security Agreement, by COP-Pinnacle Peak, as
grantor, in favor of Lawyers Title Insurance Corporation, solely as trustee, for
the benefit of Administrative Agent, recorded as of October 2, 2007 in the
Official Records of Maricopa County, Arizona, as Instrument No. 20071083931, as
amended by that certain First Amendment to Recorded Documents, dated as of June
30, 2010, recorded as of July 2, 2010 in the Official Records of Maricopa
County, Arizonaas Instrument No. 20100566179 (as amended and modified, from time
to time, the “Pinnacle
Peak Deed of Trust”), encumbering the property more particularly
described therein (the “Pinnacle Property”),
and (viii) that certain Assignment of Leases and Rents, by COP-Pinnacle Peak, in
favor of Administrative Agent, recorded as of October 2, 2007 in the Official
Records of Maricopa County, Arizona, as Instrument No. 20071083932, as amended
by that certain First Amendment to Recorded Documents, dated as of June 30,
2010, recorded as of July 2, 2010 in the Official Records of Maricopa County,
Arizonaas Instrument No. 20100566179 (as amended and modified, from time to
time, the “Pinnacle
Peak Assignment”).  The Goldenwest Deed of Trust, the Western
Deed of Trust, the Deer Valley Deed of Trust and the Pinnacle Peak Deed of Trust
hereafter collectively the “Existing Deeds of
Trust”.  The Goldenwest Assignment, the Western Assignment, the
Deer Valley Assignment and the Pinnacle Peak Assignment hereafter collectively
the “Existing
Assignments.”The Goldenwest Property, the Western Property, the Deer
Valley Property and the Pinnacle Peak Property hereafter collectively the “Properties.”

     

      
        
           


        

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

     

    1.      Amendments.  Upon
satisfaction of all of the conditions of effectiveness set forth in Section 2 below, the
following amendments shall take effect:

     

    1.1           The
following definitions set forth in Section 1.01 of the
Loan Agreement are hereby deleted and replaced with the following
text:

     

    “Applicable Margin”
means as of any date of determination thereof, (a) for the period of time
commencing on the date of the close of Amendment No. 9 to Credit Agreement and
continuing to and including, May 31, 2011 (the “Interest Increase
Date”), three and one half of one percent (3.50%) and (b) for the period
of time commencing on the day immediately following the Interest Increase Date
and continuing through the term of the Loans, three and three quarters of one
percent (3.75%).”

     

    ““Maturity Date” means
September 30, 2011.  Anything in this definition to the contrary
notwithstanding, if the entire principal balance of the Loans shall become due
and payable by acceleration or otherwise on or before the then Maturity Date,
then from and after such principal balance becoming due, “Maturity Date” shall
mean such earlier date.”


    
      
         


      

      
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    1.2           The
following definitions are added to and made a part of the Credit
Agreement:

     

    “Amendment No. 9 to Credit
Agreement” means that certain Amendment No. 9 to Credit Agreement, dated
as of November 30, 2010 by and among the Credit Parties, Administrative Agent
and Lenders.”

     

    ““Cash or Cash
Equivalents” means (i) cash, (ii) marketable securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided, that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than one (1)
year from the date of acquisition, (iii) time deposits and certificates of
deposit of any commercial bank having, or which is the principal banking
subsidiary of a bank holding company organized under the laws of the United
States or any State thereof having, capital, surplus and undivided profits
aggregating in excess of $200,000,000, with maturities of not more than one (1)
year from the date of acquisition by REIT, (iv) commercial paper issued by any
Person incorporated in the United States rated at least A-1 or the equivalent
thereof by Standard & Poor’s Corporation or at least P-1 or the equivalent
thereof by Moody’s Investors Service, Inc. and in each case maturing not more
than one (1) year after the date of acquisition by REIT and (v) investments in
money market or mutual funds substantially all of whose assets are comprised of
securities of the types described in clauses (i) through (iv) above, in each
case, which are owned by REIT on an individual basis (as opposed to being owned
jointly with any other Person).

     

    “First Amendment to
Assignment of Leases and Rents (Goldenwest)” means that certain First
Amendment to Assignment of Leases and Rents, dated as of the date hereof, by and
among, COP-Goldenwest, and Administrative Agent.”

     

    “Interest Increase
Date” shall have the meaning set forth in the definition of “Applicable
Margin” hereof.”

     

    “Non-Borrowing Base Net
Operating Income” means an amount which is the difference between (x)
Non-Borrowing Base Operating Revenues and (y) Non-Borrowing Base Operating
Expenses.

     

    “Non-Borrowing Base Operating
Expenses” means all expenses incurred by the Borrowers in the normal
course of business in connection with the operation of the Non-Borrowing Base
Properties during the period in question determined in accordance with GAAP
(including an allocated quarterly amount on account of annual or semi-annual
installments of insurance premiums and real estate taxes, but only to the extent
such expenses were paid out of revenue from the Non-Borrowing Base Properties)
including, without limitation, imputed quarterly replacement costs (in an amount
equal to two and one-half cents ($0.025) per rentable square foot of the
Non-Borrowing Base Properties), and management fees equal to the greater of the
actual management fees paid during such period and three percent (3%) of
Non-Borrowing Base Operating Revenues, but not including any extraordinary
expenses (e.g., lease-up costs and expenses, brokerage commissions and fees
relating to leases, lease buy-out payments, capital expenditures and tenant
improvement costs/expenses or any other extraordinary expenses), depreciation,
amortization or Interest on the Loans, the calculation of which shall be
reasonably satisfactory to the Administrative Agent.


    
      
         


      

      
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    “Non-Borrowing Base Operating
Revenues” means all cash receipts of the Borrowers from or related to the
ownership and operation of or otherwise derived from the Non-Borrowing Base
Properties, including all Space Lease Rents (calculated based upon all executed
and delivered Qualified Space Leases for which no termination rights (as
distinguished from expiration) exist prior to the Maturity Date) during the
period in question as determined in accordance with GAAP, but without taking
into account (i) straight-lining of rents and other similar accounting
requirements, (ii) extraordinary revenues (e.g., lease termination payments or
payments from tenants (current or future) for the reduction of space leased by
such tenants, leases for which termination notices have been tendered to any
Borrower or leases to tenants that are in bankruptcy or otherwise in default
thereunder), (iii) other miscellaneous operating revenues and sums payable to
Borrowers from users facilities or amenities located on the Non-Borrowing Base
Properties, (iv) proceeds from rental or business interruption insurance,
withdrawals from cash reserves and similar such payments, and (v) security
deposits under any Space Lease unless and until they are forfeited by the
depositor.

     

    “Non-Borrowing Base
Property” means a Property owned in fee simple by a Borrower that is not
accepted as a Borrowing Base Property by the Administrative Agent in its sole
and absolute discretion.”

     

    “Second Amendment to Deed of
Trust (Goldenwest)” means that certain Second Amendment to Deed of Trust,
dated as of the date hereof, by and among, COP-Goldenwest, and Administrative
Agent.”

     

    “Second Amendment to Recorded
Documents (Deer Valley)” means that certain Second Amendment to Recorded
Documents, dated as of the date hereof, by and among, COP-Deer Valley, and
Administrative Agent.”

     

    “Second Amendment to Recorded
Documents (Pinnacle)” means that certain Second Amendment to Recorded
Documents, dated as of the date hereof, by and among, COP-Pinnacle, and
Administrative Agent.”

     

    “Second Amendment to Recorded
Documents (Western)” means that certain Second Amendment to Recorded
Documents, dated as of the date hereof, by and among, COP-Western, and
Administrative Agent.”

     

    “Unencumbered Cash or Cash
Equivalents” means Cash or Cash Equivalents that have not been pledged to
any Person as security for any obligation of Guarantor or any other
Person.”


    
      
         


      

      
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    1.3       
    Section 5.01(e) of
the Credit Agreement is hereby deleted and replaced in its entirety with the
following:

     

    “(e)           Promptly
after the preparation thereof, and no later than sixty (60) days after the last
day of each calendar quarter, (i) computations of Borrowing Base Net Operating
Income for each Borrowing Base Property, (ii) Debt Service Coverage Ratio as of
the last day of such calendar quarter, (iii) a Borrowing Base Certificate
executed by a Financial Officer of the Administrative Borrower setting forth its
computation of the Borrowing Base Loan Amount as of the last day of such
calendar quarter for such calendar quarter, (iv) a certificate executed by a
Financial Officer of REIT certifying the amount of Unencumbered Cash or Cash
Equivalents maintained by REIT, which certificate shall be in detail, scope and
presentation acceptable to Administrative Agent, in its sole discretion and (v)
computations of Non-Borrowing Base Net Operating Income for each Non-Borrowing
Base Property.  The Administrative Agent shall notify the
Administrative Borrower in writing of any calculation errors or other errors in
the calculation of Borrowing Base Net Operating Income required by the
Administrative Agent pursuant to the definition of “Borrowing Base Net Operating
Income” herein and any corresponding adjustments to the Borrowing Base
Loan Amount (if any).”

     

    1.4           Section 5.16 of the
Credit Agreement is hereby deleted in its entirety and replaced with the
following:

     

    “Section 5.16.
 Cash of Cash
Equivalents.  REIT shall, at all times, maintain UnencumberedCash or
Cash Equivalents of not less than $500,000, measured as of the last day of each
calendar quarter based upon the certificate to be provided by Administrative
Borrower pursuant to Section 5.01(e)(iv)
hereof.”

     

    2.      Additional Required
Amortization.  In addition to such other required amortization
payments set forth in the Credit Agreement, (a) on each of December 1, 2010,
January 1, 2011, February 1, 2011 and March 1, 2011, Borrowers shall make a
principal payment in the amount of Two Hundred Thousand and 00/100ths Dollars
($200,000.00) and (b) on each of July 1, 2011, August 1, 2011 and September 1,
2011, Borrowers shall make a principal payment in the amount of Two Hundred
Fifty Thousand and 00/100ths Dollars ($250,000.00).

     

    3.      Effectiveness of this
Amendment. The amendments set forth in Section 1 above shall
not be effective or binding (without affecting the other provisions of this
Amendment) until the following conditions have been satisfied or waived in
writing by Administrative Agent, in Administrative Agent’s sole and absolute
discretion(the date on which all such conditions being satisfied or waived, the
“Effective
Date”):

     

    3.1           Amendment
Fee.  Borrower has paid to Administrative Agent an amendment
fee (the “Amendment
Fee”) in an amount equal to sixty seven thousand two hundred fifty and
00/100ths Dollars ($67,250.00).
 

    
      
         


      

      
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    3.2           Principal
Reduction.  Borrower has made a principal reduction payment to
Administrative Agent in an amount equal to two million and 00/100ths dollars
($2,000,000.00) (the “Principal Reduction
Payment”), such that after giving effect to the Principal Reduction
Payment the outstanding principal balance of the Loans shall be
$13,545,000;

     

    3.3           Execution of
Documents.  Administrative Agent shall have received each of
the following documents (collectively the “Transaction
Documents”) duly executed and delivered by each of the parties
thereto:

     

    (a)       
    this Amendment;

     

    (b)       
    First Amendment to Assignment of Leases and Rents
(Goldenwest);

     

    (c)         
  Second Amendment to Deed of Trust (Goldenwest);

     

    (d)          
 Second Amendment to Recorded Documents (Deer Valley);

     

    (e)           
Second Amendment to Recorded Documents (Pinnacle);

     

    (f)           
Second Amendment to Recorded Documents (Western); and

     

    (g)           such
other documents and instruments requested by Administrative Agent.

     

    3.4           Appraisals.  Administrative
Agent shall have obtained, at Borrower’s sole cost and expense current
Appraisals with respect to each of the Goldenwest Property, the Western
Property, the Deer Valley Property and the Pinnacle Property.

     

    3.5           Title Updates. Administrative
Agent shall have obtained, at Borrowers’ expense, such new lender’s title
policies or modification, date-down or other endorsements to Lenders’ existing
title policies as Administrative Agent may require to insure the continued
validity of the Existing Deeds of Trust, as amended, and their, respective,
continuing first lien priority on each of the Goldenwest Property, the Western
Property, the Deer Valley Property and the Pinnacle Property, over all
encumbrances not previously approved in writing by Administrative
Agent.

     

    3.6           No Defaults.  As of
the Effective Date no Default or Event of Default shall have occurred and be
continuing.

     

    3.7           Payment of
Expenses.  Borrowers shall have paid to Administrative Agent
all costs and expenses incurred in connection with this Amendment as provided in
Section 7
hereof.

     

    3.8           Representations and
Warranties.  The representations and warranties of the Credit
Parties set forth in Section 3 of this
Amendment shall be true and correct in all material respects on and as of the
Effective Date; provided that any
such representations and warranties that by their express terms are made as of a
specific date shall be true and correct in all material respects as of such
specific date.

     

    
      
         


      

      
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    4.      Representations and
Warranties.  To induce Lenders and Administrative Agent to
enter into this Amendment, the Credit Parties hereby represent and warrant
that:

     

    4.1 The
outstanding principal amount of the Loan as of the date hereof, after giving
effect to the Principal Reduction Payment, is $13,545,000.00.

     

    4.2 The
execution, delivery and performance by each Credit Party of this Amendment, the
other Transaction Documents, and any other documents in connection herewith, or
therewith, to which it is a party are (a) within its powers and have been duly
authorized by all necessary action, (b) require no action by or in respect of,
or filing with, any Governmental Authority, any property manager or other third
party, (c) do not contravene, or constitute a breach of or default under, any
provision of applicable law or regulation, any of its constitutive documents or
of any judgment, injunction, order, decree, permit, license, note, mortgage,
agreement or other instrument binding upon such Person or any of its
Subsidiaries or their respective assets and (d) do not result in the creation or
imposition of any Lien on any asset of any Credit Party or any of its
Subsidiaries.

     

    4.3 This
Amendment, the other Transaction Documents and such other documents and
instruments executed by such Credit Party in connection herewith, or therewith,
have been duly executed and delivered by each Credit Party and constitutes a
valid and binding agreement of each Credit Party, in each case enforceable in
accordance with their respective terms, except as the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization or moratorium or other
similar laws relating to the enforcement of creditors’ rights generally and by
general equitable principles.

     

    4.4 Each
of the representations and warranties contained in Article III of the
Credit Agreement, as modified herein, is true and correct, in all material
respects, as of the date hereof, as though made on, and as of, the date hereof;
provided that
any such representations and warranties that by their express terms are made as
of a specific date shall be true and correct in all material respects as of such
specific date.

     

    5.      Exit
Strategy.

     

    5.1          Subject
to the terms of the Financing Documents, the Borrowers shall use their
commercially reasonable efforts to pay-off the outstanding principal balance of
the Loans, all accrued interest, costs and fees under the Financing Documents
with proceeds (a) of a loan from a lender that is not an Affiliate of
Administrative Agent or Lenders (a “Refinancing”)
and (b) from the sale of one or more of the Properties to one or more third
party purchasers in arms’-length, all-cash transactions, subject to terms and
conditions acceptable to Agent in its sole discretion (each a “Property Sales
Event”).  The foregoing shall not be deemed a violation of
Section 6.03 of
the Credit Agreement, provided, that (y) no
Borrower shall enter into a contract for the sale of any one or more of the
Properties and (z) no Property Sales Event shall occur, each without the prior
written consent of the Administrative Agent.

     

    
      
         


      

      
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    5.2           On
or before the 5th day of
each of December, 2010 and January, March, May and July, 2011, the Borrowers
shall deliver to Agent a written summary of the Borrowers’ efforts to (a) obtain
a Refinancing and (b) market and to sell the Properties and such other actions
taken to cause a Property Sales Event, with the first month’s summary due on or
before December 5, 2010.  The Borrowers shall promptly inform the
Administrative Agent in writing of any offer to obtain a Refinancing or to
purchase any of the Properties submitted to the Borrowers and shall provide the
Administrative Agent with a copy of the same.  The Borrowers shall
promptly review and consult with the Administrative Agent concerning any and all
offers to obtain a Refinancing or purchase any of the Properties received by the
Borrowers or the Borrowers’ agents and representatives.

     

    5.3           The
Administrative Agent and the Lenders neither undertake nor assume any
responsibility or duty to the Credit Parties or any other Person in connection
with the review and approval of offers to provide the Refinancing or in
connection with a Property Sales Event, passing judgment upon or informing the
Credit Parties or any other Person regarding the same or any other matter
pertaining thereto, or any negotiations concerning the Refinancing or any
PropertySales Event in which the Administrative Agent or the Lenders may
participate.  Any such review, approval and the like is solely for the
purpose of protecting the Administrative Agent’s and the Lenders’ interests, and
such review, approval and the like shall not render the Administrative Agent or
the Lenders liable to the Credit Parties or any other Person with respect
thereto.  Neither the Administrative Agent nor the Lenders shall be
liable or have any obligation to the Credit Parties by reason of the
Administrative Agent’s failure or unwillingness to approve the terms of any sale
of the Properties.  The Administrative Agent and the Lenders owe no
duty of care to protect or inform the Credit Parties or any other Person with
respect to the Refinancing or the marketing and sale of the Properties or with
respect to any other matter pertaining to the Properties, and neither the
Administrative Agent nor the Lenders shall be responsible or liable to the
Credit Parties or any other Person therefor.  By approving any offer
or purchase and sale agreement with respect to the purchase of any of the
Properties, neither the Administrative Agent nor the Lenders shall be deemed to
have warranted or represented the sufficiency, legality, effectiveness or legal
effect of the same, or of any term, provision or condition
thereof.  Nothing contained herein shall cause the Administrative
Agent or any Lender to be a mortgagee in possession of any of the Properties or
impose any liability of a mortgagee in possession upon the Administrative Agent
or any Lender.  Without limiting the generality of the foregoing, the
Administrative Agent shall not have any obligation to the Credit Parties or any
other Person to ensure or maximize the profitability of or proceeds from the
sale of any of the Properties or to prevent any losses in connection
therewith.

     

    6.      Ratification of Credit
Agreement.  Except as specifically amended hereby, the terms
and conditions of the Credit Agreement and the other Financing Documents are in
all respects ratified and confirmed and remain in full force and
effect.

     

    7.      Governing
Law.   THIS AMENDMENT, IN ACCORDANCE WITH SECTION 5-1401
OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK, SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION
OF THE LAWS OF ANY OTHER JURISDICTION, as more fully set forth in Section 9.09 of the
Credit Agreement, which Section 9.09 is
incorporated herein mutatis
mutandis as though set forth herein in full.


    
      
         


      

      
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    8.      Compliance,
Release.  As additional consideration for Administrative Agent
and Lenders to enter into this Amendment, the Credit Parties hereby acknowledge
and agree that, as of the date of this Amendment: (i) Administrative Agent and
Lenders have fully complied with all of their respective obligations under the
Financing Documents, (ii) the Credit Parties have no knowledge of any act or
omission on the part of Administrative Agent or Lenders that constitutes a
default by Administrative Agent or Lenders under any of the Financing Documents
(or that, with the giving of notice, the passage of time, or both, would
constitute a default by the Administrative Agent or Lenders thereunder), (iii)
the Credit Parties have no knowledge of any fact or circumstance that would
prevent or prohibit Administrative Agent or Lenders from enforcing the Financing
Documents, and (iv) the Credit Parties have no claims, demands, damages, suits,
cross-complaints, causes of action or debts of any kind or nature whatsoever
that can be asserted to reduce or eliminate all or any portion of its obligation
to repay the Loans or to seek any affirmative relief from Administrative Agent
or Lenders with respect to the Loans or the Borrowing Base
Properties.  The Credit Parties hereby release and forever discharge,
and agree to indemnify, defend and hold harmless, Administrative Agent and
Lenders and their respective agents, servants, employees, directors, officers,
trustees, beneficiaries, attorneys, branches, affiliates, subsidiaries,
successors and assigns, of and from all damages, losses, claims, demands,
liabilities, obligations, actions, suits and causes of action whatsoever, that
the Credit Parties may now have or claim to have against Administrative Agent or
Lenders as of the date of this Amendment, and whether presently known or
unknown, and of every nature and extent whatsoever, on account of or in any way
concerning or arising out of the Borrowing Base Properties or the Loans, or
founded upon any of the Financing Documents, including, but not limited to, all
such loss or damage of any kind heretofore sustained or that may arise as a
consequence of the dealings between the parties up to and including the date of
this Amendment.  The Credit Parties acknowledge and agree that this
release is intended to extend to claims they do not know or suspect to
exist.

     

    9.      Payment of Administrative
Agent’s and Lenders’ Expenses.  Borrowers agree to reimburse
Administrative Agent and Lenders for all out-of-pocket expenses incurred by
Administrative Agent and Lenders in connection with the drafting, negotiation,
execution, delivery and performance of this Amendment and all related documents,
including, but not limited to, reasonable attorneys’ fees and costs incurred by
Administrative Agent and Lenders, premiums for anyendorsements to Lenders’
existing title policies, recording charges, escrow fees and all other
costs.

     

    10.    Counterparts; Integration;
Effectiveness.  This Amendment may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Amendment, and the other Financing Documents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof.  Except as provided in
Section 3
hereof, this Amendment shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof which, when taken together, bear the signatures of
each of the other parties hereto.  Delivery of an executed counterpart
of a signature page of this Amendment by telecopy shall be effective as delivery
of a manually executed counterpart of this Amendment.

     

    Signatures
on the following page.


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first set forth above.

     

    
      
        	 
      	
                “BORROWERS”

              
	 
      	 
      
	 
      	
                CORNERSTONE
      OPERATING PARTNERSHIP, L.P.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                Cornerstone
      Core Properties REIT, Inc.

              
	 
      	 
      	
                its
      General Partner

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Sharon C. Kaiser

              
	 
      	 
      	 
      	
                Name:
      Sharon C. Kaiser

              
	 
      	 
      	 
      	
                Title:
      Chief Financial Officer

              
	 
      	 
      	 
      	 
      
	 
      	
                COP-GOLDENWEST,
      LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                Cornerstone
      Operating Partnership, L.P.

              
	 
      	 
      	
                its
      sole Member

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                Cornerstone
      Core Properties REIT, Inc.

              
	 
      	 
      	 
      	
                its
      General Partner

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:  /s/
      Sharon C. Kaiser

              
	 
      	 
      	 
      	
                Name:Sharon
      C. Kaiser

              
	 
      	 
      	 
      	
                Title:Chief
      Financial Officer

              
	 
      	 
      
	 
      	
                COP-WESTERN
      AVE., LLC

              
	 
      	 
      
	 
      	
                By:

              	
                Cornerstone
      Operating Partnership, L.P.

              
	 
      	 
      	
                its
      sole Member

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                Cornerstone
      Core Properties REIT, Inc.

              
	 
      	 
      	 
      	
                its
      General Partner

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:  /s/
      Sharon C. Kaiser

              
	 
      	 
      	 
      	
                Name:Sharon
      C. Kaiser

              
	 
      	 
      	 
      	
                Title:Chief
      Financial Officer

              


      

    

    


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                                      COP-DEERVALLEY,
      LLC

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	
                                      Cornerstone
      Operating Partnership, L.P.

                                    
	 
      	 
      	
                                      its
      sole Member

                                    
	 
      	 
      	 
      
	 
      	 
      	
                                      By:

                                    	
                                      Cornerstone
      Core Properties REIT, Inc.

                                    
	 
      	 
      	 
      	
                                      its
      General Partner

                                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                      By:
      /s/ Sharon C. Kaiser

                                    
	 
      	 
      	 
      	
                                      Name:Sharon
      C. Kaiser

                                    
	 
      	 
      	 
      	
                                      Title:Chief
      Financial Officer

                                    
	 
      	 
      	 
      	 
      
	 
      	
                                      COP-PINNACLEPEAK,
      LLC

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	
                                      Cornerstone
      Operating Partnership, L.P.

                                    
	 
      	 
      	
                                      its
      sole Member

                                    
	 
      	 
      	 
      
	 
      	 
      	
                                      By:

                                    	
                                      Cornerstone
      Core Properties REIT, Inc.

                                    
	 
      	 
      	 
      	
                                      its
      General Partner

                                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                      By:
      /s/ Sharon C. Kaiser

                                    
	 
      	 
      	 
      	
                                      Name:Sharon
      C. Kaiser

                                    
	 
      	 
      	 
      	
                                      Title:Chief
      Financial Officer

                                    
	 
      	 
      	 
      	 
      
	 
      	
                                      “GUARANTORS”
      and

                                    
	 
      	
                                      “RECOURSE
      LIABILITY PARTY”

                                    
	 
      	 
      
	 
      	
                                      CORNERSTONE
      CORE PROPERTIES REIT, INC.

                                    
	 
      	 
      	 
      	 
      
	 
      	
                                      By:

                                    	
                                      /s/
      Sharon C. Kaiser

                                    
	 
      	 
      	
                                       Name:Sharon
      C. Kaiser

                                    
	 
      	 
      	
                                       Title:Chief
      Financial Officer

                                    
	 
      	 
      	 
      	 
      
	 
      	
                                      CORNERSTONE
      REALTY ADVISORS, LLC

                                    
	 
      	 
      	 
      	 
      
	 
      	
                                      By:

                                    	
                                      /s/
      Sharon C. Kaiser

                                    
	 
      	 
      	
                                       Name:Sharon
      C. Kaiser

                                    
	 
      	 
      	
                                       Title:Chief
      Financial Officer

                                    
	 
      	 
      	 
      	 
      
	 
      	
                                      By:

                                    	  
      	  
      
	 
      	 
      	
                                       Name:

                                    
	 
      	 
      	
                                       Title:

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


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                              “ADMINISTRATIVE
      AGENT”

                            
	 
      	 
      
	 
      	
                              HSH
      NORDBANK AG, NEW YORK BRANCH

                            
	 
      	 
      	 
      
	 
      	
                              By
      :

                            	
                              /s/
      Michael Carter

                            
	 
      	 
      	
                              Name:
           Michael Carter

                            
	 
      	 
      	
                              Title:       
      Senior Vice President

                            
	 
      	 
      	 
      
	 
      	
                              By
      :

                            	
                              _/s/
      Heidrun Meyer

                            
	 
      	 
      	
                              Name:
      Heidrun Meyer

                            
	 
      	 
      	
                              Title:
      Senior Vice President

                            
	 
      	 
      	 
      
	 
      	
                              “LENDERS”

                            
	 
      	 
      	 
      
	 
      	
                              HSH
      NORDBANK AG, NEW YORK BRANCH

                            
	 
      	 
      	 
      
	 
      	
                              By
      :

                            	
                              /s/
      Michael Carter

                            
	 
      	 
      	
                              Name:Michael
      Carter

                            
	 
      	 
      	
                              Title:Senior
      Vice President

                            
	 
      	 
      	 
      
	 
      	
                              By
      :

                            	
                              _/s/
      Heidrun Meyer

                            
	 
      	 
      	
                              Name:       Heidrun
      Meyer

                            
	 
      	 
      	
                              Title:        
      Senior Vice
President

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        - 13
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