[LOGO] American Financial Realty Trust
Exhibit 2.2
[LOGO]
American Financial Realty Trust
March 24, 2008
Gramercy Capital Corp. |
420 | Lexington Avenue |
New York, NY 10170 |
Re: Agreement and Plan of Merger, dated as of November 2, 2007, by and among Gramercy Capital Corp., GKK Capital LP, GKK Stars Acquisition LLC, GKK Stars Acquisition Corp., GKK Stars Acquisition LP, American Financial Realty Trust and First States Group, L.P. (the Merger Agreement) |
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 Companys 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.
AMERICAN FINANCIAL REALTY TRUST
By: _/s/ David J. Nettina
Name: David J. Nettina
Title: President and Chief Financial Officer
FIRST STATES GROUP, L.P.
By: First States Group, LLC, its general partner
By: _/s/ David J. Nettina
Name: David J. Nettina
Title: President and Chief Financial Officer
Agreed:
GRAMERCY CAPITAL CORP.
By: _/s/ Andrew S. Levine
Name: Andrew S. Levine
Title: Secretary and Vice President
GKK CAPITAL LP
By: Gramercy Capital Corp., its general partner
By: _/s/ Andrew S. Levine
Name: Andrew S. Levine
Title: Secretary and Vice President
GKK STARS ACQUISITION LLC
By: GKK Capital LP, its sole member
By: Gramercy Capital Corp., its general partner
By: _/s/ Andrew S. Levine
Name: Andrew S. Levine
Title: Secretary and Vice President
GKK STARS ACQUISITION CORP.
By: _/s/ Andrew S. Levine
Name: Andrew S. Levine
Title: Secretary
GKK STARS ACQUISITION LP
By: GKK Stars Acquisition LLC, its general partner
By: GKK Capital LP, its sole member
By: Gramercy Capital Corp., its general partner
By: _/s/ Andrew S. Levine
Name: Andrew S. Levine
Title: Secretary and Vice President