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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
In re:
NNN 123 NORTH WACKER, LLC, et al.,1
Debtors.

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Chapter 11
Case No. 13-39210 (JBS)
(Jointly Administered)

NOTICE OF FILING OF FIRST AMENDMENT

TO RESTRUCTURING SUPPORT AGREEMENT
PLEASE TAKE NOTICE that, on March 14, 2014, NNN 123 North Wacker, LLC and
NNN 123 North Wacker Member, LLC, debtors-in-possession herein (the Debtors), caused to
be filed the First Amendment to Restructuring Support Agreement, a copy of which is attached
hereto as Exhibit A. The attached relates to a restructuring support agreement filed as Exhibit B
to a motion filed by the Debtors on February 21, 2014. [Docket No. 104]. You may obtain
copies of all documents filed in these cases by visiting the Courts website at
www.ilnb.uscourts.gov, in accordance with the procedures and subject to the fees set forth
therein.
Dated: March 14, 2014
Chicago, Illinois

NNN 123 NORTH WACKER, LLC and

NNN 123 NORTH WACKER MEMBER, LLC
By: /s/ D. Tyler Nurnberg
D. Tyler Nurnberg
Seth J. Kleinman
Kaye Scholer LLP
70 W. Madison St., Suite 4200
Chicago, IL 60602
Telephone: (312) 583-2300
Facsimile: (312) 583-2360

The debtors in these chapter 11 cases, along with the last four digits of each debtors federal tax id number,
are NNN 123 North Wacker, LLC (4336) and NNN 123 North Wacker Member, LLC (7290).

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EXHIBIT A
FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

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FIRST AMENDMENT TO RESRUCTURING SUPPORT AGREEMENT

This First Amendment to Restructuring Support Agreement (the Amendment), dated as
of March 13, 2014 to the Restructuring Support Agreement, dated as of February 21, 2014 (the
Original RSA) is entered into between and among (i) Wells Fargo Bank, N.A., as trustee and
successor collateral agent for the registered holders of GE Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2005-C4 (the A Note Holder), (ii)
Wells Fargo Bank, National Association, a national banking association, as trustee for the
beneficial owners of N-Star REL CDO VI Grantor Trust, Series H (the B Note Holder; A Note
Holder and B Note Holder are sometimes hereinafter referred to as Noteholder), (iii) ND
Investment-123 N. Wacker-T, LLC (ND Investment), (iv) Sovereign Capital Management
Group, Inc. (Sovereign), (v) NNN 123 North Wacker, LLC, as debtor-in-possession (TIC 0
and, with the other borrowers under that certain loan agreement (as amended, the Loan
Agreement), originally dated as of September 28, 2005, by and between various tenants in
common), and (vi) NNN 123 North Wacker Member, LLC, as debtor-in-possession (TIC
Member and, with TIC 0, Debtors; and Noteholder, ND Investment, Sovereign and Debtors,
collectively, the Parties and, each, a Party).
WHEREAS, each of the Parties is a party to the Original RSA; and
WHEREAS, the Parties desire to modify and amend the Original RSA in the manner
hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing, the Parties agree as follows:
1.

Definitions. Capitalized terms which are not specifically defined herein shall

have the meanings set forth in the Original RSA.

2.

Amendments to Original RSA.

(a)

All references in the Original RSA or in any document attached as an

exhibit to the Original RSA to the RSA or the Agreement shall mean the Original RSA, as
amended by this Amendment.
(b)

The definition of Deadlines in Section 1 of the Original RSA shall

be deleted in its entirety and replaced with the following:

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Deadlines mean (i) this Agreement being approved in accordance with its terms by the
Bankruptcy Court on or before April 18, 2014 or if such approval does not become a
Final Order on or before May 6, 2014; (ii) the Adversary Proceeding being filed with the
Bankruptcy Court on or before March 21, 2014 if required pursuant to Section 2(a)(vi)
hereof; (iii) the Approved Plan and Disclosure Statement being filed with the
Bankruptcy Court on or before April 25, 2014; (iv) the Disclosure Statement being
approved by the Bankruptcy Court on or before June 13, 2014; (v) entry of an order by
the Bankruptcy Court confirming the Approved Plan on or before June 30, 2014; (vi)
entry of a Final Order in the Adversary Proceeding in favor of the Debtors allowing a
Sale Event to close on or before the date specified in the Approved Plan on or before
July 15, 2014; (vii) the Approved Plan becoming effective on or before July 15, 2014;
(viii) the Sale Event closing on or before July 15, 2014; and (ix) the Borrower Party
Conditions Precedent and the Noteholder Conditions Precedent being satisfied in full on
or before July 15, 2014; provided, that, Deadlines (v) - (ix) may be extended by fifteen
(15) days at the sole election of ND Investment, which election must be in writing and
delivered to the other Parties to this Agreement by no later than June 16, 2014.
3.

Full Force and Effect. Except as specifically amended as set forth herein, each

term and condition of the Original RSA shall continue in full force and effect
[SIGNATURES ON FOLLOWING PAGE]

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