Exhibit 10.3
EXECUTION COPY
AGREEMENT
THIS AGREEMENT, dated as of
October 27, 2008, is made by and among Gramercy Capital Corp.,
a Maryland corporation (“ Parent ”), GKK Capital
LP, a Delaware limited partnership (the “ Operating
Partnership ”), SL Green Operating Partnership, L.P., a
Delaware limited partnership (“ SLGOP” ), the
undersigned individual limited partners of the Operating
Partnership (the “ Individuals ”) and GKK
Manager LLC, a Delaware limited liability company (“
Manager ”).
RECITALS
WHEREAS, (i) Parent is the
general partner and a limited partner of the Operating Partnership,
(ii) SLGOP is a limited partner of the Operating Partnership
and directly owns 54.4 Class B Units of the Operating
Partnership (“Class B Units”), (iii) the
Individuals are limited partners of the Operating Partnership and
directly own an aggregate of 15.6 Class B Units, and
(iv) Manager is a limited partner of the Operating Partnership
and directly owns 30 Class B Units;
WHEREAS, Parent, Manager, SLGOP and
the Individuals are parties to the Third Amended and Restated
Limited Partnership Agreement of the Operating Partnership, as
amended by the First Amendment to the Third Amended and Restated
Agreement of Limited Partnership of the Operating Partnership (as
amended, the “ OP Agreement ”); and
WHEREAS, pursuant to the OP
Agreement, the holders of the Class B Units (the
“Class B Holders”) are entitled to receive
quarterly distributions from the Operating Partnership in respect
of the Class B Units (“Class B
Distributions”);
NOW, THEREFORE, the parties agree as
follows:
(a)
Each of the Class B Holders hereby waives its right to receive
any Class B Distributions payable in respect of the period
having commenced on July 1, 2008 and ending on
December 31, 2008.
(b)
Each of the Class B Holders hereby acknowledges and agrees
that notwithstanding the waiver of its right to receive its portion
of the Class B Distributions as set forth above, it shall
continue to be bound by the provisions of Section 5.01.C of
the OP Agreement as such provisions relate to the refund of any
distributions received by a Class B Holder pursuant to such
Section.
(c)
For all periods from and after January 1, 2009, the
Class B Holders shall continue to receive distributions from
the Operating Partnership as set forth in Section 5 of the OP
Agreement; provided, however , that if permissible under
applicable law and New York Stock Exchange requirements (or the
requirements of any other exchange on which the shares of
Parent’s common stock are listed at the time of payment),
Parent may, at its option, elect to assume directly and satisfy any
Class B Holder’s right to receive Class B
Distributions by issuing to such Class B Holder on or prior to
the time such Class B Distribution
