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Exhibit 2.2
[AFR
LETTERHEAD]
March 24,
2008
Gramercy Capital
Corp.
420 Lexington
Avenue
New York, NY
10170
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Re:
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Agreement and Plan of
Merger, dated as of November 2, 2007, by and among Gramercy
Capital Corp.,
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GKK Capital LP,
GKK Stars Acquisition LLC, GKK Stars Acquisition Corp., GKK
Stars Acquisition LP,
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American Financial
Realty Trust and First States Group, L.P. (the “Merger
Agreement”)
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Gentlemen:
Reference is made
to the above-referenced Merger Agreement. Capitalized terms
used herein without definition shall have the respective meanings
assigned to them in the Merger Agreement.
This is to confirm
pursuant to your request that without waiving any of the
Company’s rights or remedies under the Merger Agreement, each
of the parties to the Merger Agreement agrees that each reference
to March 31, 2008 in Section 8.1(b)(iv) of the
Merger Agreement shall be deemed to be April 1,
2008.
Except as
expressly set forth herein, the Merger Agreement shall remain in
full force and effect.
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AMERICAN FINANCIAL
REALTY TRUST
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By:
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