[AFR LETTERHEAD]
Exhibit 2.2
[AFR LETTERHEAD]
March 24, 2008
Gramercy Capital Corp.
420 Lexington Avenue
New York, NY 10170
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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”) |
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: | /s/ David J. Nettina |
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| Name: David J. Nettina |
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| Title: President and Chief Financial Officer |
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| FIRST STATES GROUP, L.P. | |
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| By: | First States Group, LLC, its general partner |
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| By: | /s/ David J. Nettina |
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| Name: David J. Nettina |
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| Title: President and Chief Financial Officer |
| Agreed: | |||
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| GRAMERCY CAPITAL CORP. | |||
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| By: | /s/ Andrew S. Levine |
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| Name: | Andrew S. Levine | |
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| Title: | Secretary and Vice President | |
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| GKK CAPITAL LP | |||
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| By: | Gramercy Capital Corp., its general partner | ||
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| By: | /s/ Andrew S. Levine |
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| Name: | Andrew S. Levine | |
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| Title: | Secretary and Vice President | |
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| GKK STARS ACQUISITION LLC | |||
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| By: | GKK Capital LP, its sole member | ||
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| By: | Gramercy Capital Corp., its general partner | ||
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| By: | /s/ Andrew S. Levine |
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| Name: | Andrew S. Levine | |
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| Title: | Secretary and Vice President | |
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| GKK STARS ACQUISITION CORP. | |||
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| By: | /s/ Andrew S. Levine |
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| Name: | Andrew S. Levine | |
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| Title: | Secretary | |
| GKK STARS ACQUISITION LP | |||
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| By: | GKK Stars Acquisition LLC, its general partner | ||
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| By: | GKK Capital LP, its sole member | ||
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| By: | Gramercy Capital Corp., its general partner | ||
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| By: | /s/ Andrew S. Levine |
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| Name: | Andrew S. Levine | |
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| Title: | Secretary and Vice President | |
