Exhibit 10.8
EXECUTION COPY
AMENDED and RESTATED
OUTSOURCE
AGREEMENT
THIS AMENDED and RESTATED OUTSOURCE AGREEMENT (this
“Agreement”), dated as of April 19, 2006, is made by and between
GKK Manager LLC, a Delaware limited liability company (the “Manager”), and SL Green
Operating Partnership, L.P., a Delaware limited partnership
(“SL Green”).
RECITALS
WHEREAS, Manager provides certain management services to Gramercy
Capital Corp., a Maryland Corporation (the “Parent”),
and GKK Capital LP, a Delaware limited partnership (the
“Operating
Partnership” and collectively with the Parent, the
“Company”), pursuant to that certain
Management Agreement, dated as
of August 2, 2004, by and among the Company and the Manager,
as amended and restated as of the date hereof (the
“Management Agreement”);
WHEREAS, the Manager desires to avail itself of the experience,
advice and assistance of SL Green to provide various services
related to the Parent’s obligations as a publicly registered
and traded company; and
WHEREAS, SL Green is willing to perform the services described
below on the terms and conditions hereinafter set forth;
WHEREAS, the Company has agreed in the Management Agreement to
reimburse Manager for certain Expenses (as
defined in the Management Agreement) incurred in connection with
the Services obtained from SL
Green or other third party service providers;
WHEREAS, the Manager and SL Green entered into the original
outsource agreement as of August 2, 2004 (the “Original
Outsource Agreement”); and
WHEREAS, the Manager and SL Green desire to amend and restate the
Original Outsource Agreement in
its entirety.
AGREEMENT
NOW THEREFORE, in consideration of the mutual agreements herein set
forth and intending to be
legally bound, the parties hereto agree that the Original Outsource
Agreement shall be amended and restated in its entirety as
follows:
1. Services.
SL Green agrees to provide the following
services (the “Services”) to the Manager
upon its
request:
(1) assisting the Company
in complying with all regulatory requirements, including,
but not limited to, any filings, periodic reporting, and
communications, applicable to the Company required under the
Securities Act of 1933, as amended;
(2) assisting the
Company complying with all
regulatory requirements applicable to the Company in respect of its
business activities, including preparing or causing to
be
prepared all
financial statements required under applicable regulations and all
reports and documents, if any, required under the Securities
Exchange Act of 1934, as amended;
(3) assisting the Company in
complying with all regulatory requirements applicable to the Company
required by the New York Stock Exchange;
(4) assisting the Company with
all regulatory requirements applicable to the Company required by the Sarbanes-Oxley Act of
2002;
(5) communicating on the
Company’s behalf with the holders of any of the
Company’s equity or debt securities as required to satisfy
the reporting and other requirements of any governmental bodies or agencies or trading
markets and to maintain effective relations with such
holders;
(6) administering the issuance of any stock under the stock
incentive plan to the Company’s executive officers or the
employees of the Manger; and
(7) performing such other
services as may be required from time to time for
management and other activities
relating to the Services as the Manager shall reasonably
request.
2. Term.
This Agreement shall remain in full force
and ef
