Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Pursuant to Item 9.01(A)(4) of Form 8-K, the Company intends to file the
financial information required by this paragraph (A) of Item 9.01 as an
amendment to this Form 8-K within seventy-one days of the date this Current
Report on Form 8-K as filed with the Securities and Exchange Commission.
(b) Proforma financial information.
Pursuant to Item 9.01(B)(2) of Form 8-K, the Company intends to file the
financial information required by this paragraph (B) of Item 9.01 as an
amendment to this Form 8-K within seventy-one days of the date this Current
Report on Form 8-K as filed with the Securities and Exchange Commission
(c) Exhibits
Exhibit No. Description
4.1 Articles Supplementary of the Series B Preferred Stock of GTJ
REIT, Inc. dated as of January 10, 2013. (Incorporated by
reference to Registrant's report on Form 8-K filed on
January 24, 2013)
10.1 Contribution Agreement by and among Wu/Lighthouse Portfolio,
LLC, GTJ REIT, Inc., GTJ GP, LLC, GTJ Realty, LP, Jeffrey Wu,
Paul Cooper, Louis Sheinker, Jerome Cooper, Jeffrey Ravetz and
Sarah Ravetz dated as of January 1, 2013. (Incorporated by
reference to Registrant's report on Form 8-K filed on
January 24, 2013)
10.2 Amended and Restated Limited Partnership Agreement by and
between GTJ REIT, Inc. and GTJ GP, LLC dated as of January 1,
2013. (Incorporated by reference to Registrant's report on
Form 8-K filed on January 24, 2013)
10.3 Tax Protection Agreement by and among GTJ REIT, Inc., GTJ
Realty, LP, Jeffrey Wu, Wu Family 2012 Gift Trust, Paul Cooper,
Jerome Cooper, Jeffrey Ravetz, Sarah Ravetz and Louis Sheinker
dated as of January 1, 2013. (Incorporated by reference to
Registrant's report on Form 8-K filed on January 24, 2013)
10.4 Registration Rights Agreement by and among GTJ REIT, Inc. and
certain investors dated as of January 1, 2013. (Incorporated by
reference to Registrant's report on Form 8-K filed on
January 24, 2013)
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10.5 Employment Agreement by and between David J. Oplanich and GTJ
REIT, Inc. dated as of January, 2013. (Incorporated by reference
to Registrant's report on Form 8-K filed on January 24, 2013)
10.6 Employment Agreement by and between Paul Cooper and GTJ
REIT, Inc. dated as of January, 2013. (Incorporated by reference
to Registrant's report on Form 8-K filed on January 24, 2013)
10.7 Employment Agreement by and between Louis Sheinker and GTJ
REIT, Inc. dated as of January, 2013. (Incorporated by reference
to Registrant's report on Form 8-K filed on January 24, 2013)
10.8 Amendment and Modification of Loan Agreement by and among WU/LH
12 Cascade L.L.C., WU/LH 25 Executive L.L.C., WU/LH 269 Lambert
L.L.C., WU/LH 103 Fairview Park L.L.C., WU/LH 412 Fairview Park
L.L.C., WU/LH 401 Fieldcrest L.L.C., WU/LH 404 Fieldcrest
L.L.C., WU/LH 36 Midland L.L.C., WU/LH 100-110 Midland L.L.C.,
WU/LH 112 Midland L.L.C., WU/LH 199 Ridgewood L.L.C., WU/LH 203
Ridgewood L.L.C., WU/LH 100 American L.L.C., WU/LH 200 American
L.L.C., WU/LH 300 American L.L.C., WU/LH 400 American L.L.C. and
WU/LH 500 American L.L.C. (collectively the "John Hancock
Borrowers") and John Hancock Life Insurance Company ("John
Hancock") dated as of January 1, 2013 in the aggregate original
principal amount of $105,000,000.00. (filed herewith)
10.9 Loan Agreement by and among the John Hancock Borrowers and John
Hancock dated as of February 25, 2008 in the aggregate principal
amount of $105,000,000.00. (filed herewith)
10.10 Open-End Mortgage Deed, Assignment of Leases and Rents, Security
Agreement and Fixture Filing by and among Wu/LH 25 Executive
L.L.C., Wu/LH 12 Cascade L.L.C., Wu/LH 269 Lambert L.L.C., Wu/LH
470 Bridgeport L.L.C., Wu/LH 22 Marsh Hill L.L.C., Wu/LH 15
Executive L.L.C., Wu/LH 950 Bridgeport L.L.C. (collectively the
"Connecticut Mortgagors") and John Hancock dated as of
February 25, 2008 in the principal sum of $21,765,000.00. (filed
herewith)
10.11 Second Open-End Mortgage Deed, Assignment of Leases and Rents,
Security Agreement and Fixture Filing by and among Connecticut
Mortgagors and John Hancock dated as of February 25, 2008 in the
principal sum of $32,585,000.00. (filed herewith)
10.12 Third Open-End Mortgage Deed, Assignment of Leases and Rents,
Security Agreement and Fixture Filing by and among Connecticut
Mortgagors and John Hancock dated as of February 25, 2008 in the
principal sum of $50,650,000.00. (filed herewith)
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10.13 First Amendment of Mortgage, Assignment of Lease and Rents,
Security Agreement and Fixture Filing by and among WU/LH 100
American L.L.C., WU/LH 200 American L.L.C., WU/LH 300 American
L.L.C., WU/LH 400 American L.L.C. and WU/LH 500 American L.L.C.
(collectively the "New Jersey Mortgagors") and John Hancock,
dated as of January, 2013. (filed herewith)
10.14 Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Filing by and among the New Jersey Mortgagors and John
Hancock dated as of February 25, 2008 in the principal sum of
$105,000,000.00. (filed herewith)
10.15 Mortgage, Assignment of Leases and Rents and Security Agreement
by and among Wu/LH 103 Fairview Park L.L.C., Wu/LH 412 Fairview
Park L.L.C., Wu/LH 401 Fieldcrest L.L.C., Wu/LH 404 Fieldcrest
L.L.C., Wu/LH 199 Ridgewood L.L.C., Wu/LH 203 Ridgewood L.L.C.,
Wu/LH 36 Midland L.L.C., Wu/LH 100-110 Midland L.L.C., Wu/LH 112
Midland L.L.C., Wu/LH 8 Slater L.L.C. and John Hancock dated as
of February 25, 2008 in the principal sum of $50,650,000.00.
(filed herewith)
10.16 Mortgage Note by and among the John Hancock Borrowers and John
Hancock dated as of February 25, 2008 in the principal sum of
$9,765,000.00. (filed herewith)
10.17 Mortgage Note by and among the John Hancock Borrowers and John
Hancock dated as of February 25, 2008 in the principal sum of
$12,000,000.00. (filed herewith)
10.18 Mortgage Note by and among the John Hancock Borrowers and John
Hancock dated as of February 25, 2008 in the principal sum of
$20,960,000.00. (filed herewith)
10.19 Mortgage Note by and among the John Hancock Borrowers and John
Hancock dated as of February 25, 2008 in the principal sum of
$11,625,000.00. (filed herewith)
10.20 Mortgage Note by and among the John Hancock Borrowers and John
Hancock dated as of February 25, 2008 in the principal sum of
$30,650,000.00. (filed herewith)
10.21 Mortgage Note by and among the John Hancock Borrowers and John
Hancock dated as of February 25, 2008 in the principal sum of
$16,100,000.00. (filed herewith)
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10.22 Mortgage Note by and among the John Hancock Borrowers and John
Hancock dated as of February 25, 2008 in the principal sum of
$3,900,000.00. (filed herewith)
10.23 Cash and Deposit Account Pledge & Security Agreement by and
among the John Hancock Borrowers in favor of John Hancock dated
as of January 1, 2013 relating to a loan in the original
aggregate principal amount of $21,765,000.00. (filed herewith)
10.24 Cash and Deposit Account Pledge & Security Agreement by and
among the John Hancock Borrowers in favor of John Hancock dated
as of January 1, 2013 relating to a loan in the aggregate
principal amount of $32,585,000.00. (filed herewith)
10.25 Cash and Deposit Account Pledge & Security Agreement by and
among the John Hancock Borrowers in favor of John Hancock dated
as of January 1, 2013 relating to a loan in the original
aggregate principal amount of $50,650,000.00. (filed herewith)
10.26 Deposit Account Control Agreement by and among the John Hancock
Borrowers, John Hancock, and Bank of America, N.A. dated as of
January 1, 2013. (filed herewith)
10.27 Deposit Account Control Agreement by and among the John Hancock
Borrowers, John Hancock, and Bank of America, N.A. dated as of
January 1, 2013. (filed herewith)
10.28 Deposit Account Control Agreement by and among the John Hancock
Borrowers, John Hancock, and Bank of America, N.A. dated as of
January 1, 2013. (filed herewith)
10.29 Guaranty Agreement by and among GTJ REIT, Inc., GTJ GP, LLC, and
GTJ Realty, LP (collectively the "Guarantors"), in favor of John
Hancock, dated as of January 1, 2013 guaranteeing a loan in the
original aggregate principal amount of $21,765,000.00. (filed
herewith)
10.30 Guaranty Agreement by and among the Guarantors in favor of John
Hancock, dated as of January 1, 2013 guaranteeing a loan in the
original aggregate principal amount of $32,585,000.00. (filed
herewith)
10.31 Guaranty Agreement by and among the Guarantors in favor of John
Hancock dated as of January 1, 2013 guaranteeing a loan in the
original aggregate principal amount of $50,650,000.00. (filed
herewith)
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10.32 Indemnification Agreement by and among the John Hancock
Borrowers, and Guarantors in favor of John Hancock dated as of
January, 2013 for a loan in the original aggregate principal
amount of $21,765,000.00. (filed herewith)
10.33 Indemnification Agreement by and among the John Hancock
Borrowers, and Guarantors in favor of John Hancock dated as of
January, 2013 for a loan in the original aggregate principal
amount of $32,585,000.00. (filed herewith)
10.34 Indemnification Agreement by and among the John Hancock
Borrowers, and Guarantors in favor of John Hancock dated as of
January, 2013 for a loan in the original aggregate principal
amount of principal amount of $50,650,000.00. (filed herewith)
10.35 First Amendment to Loan and Security Agreement by and among
Wu/LH 15 Progress L.L.C. ("15 Progress"), Paul A. Cooper,
Jeffrey D. Ravetz, Louis E. Sheinker, Jeffrey Wu, GTJ
REIT, Inc., GTJ Realty, LP, and Peoples United Bank ("PUB")
dated as of January 1, 2013 for a loan in the original principal
amount of $2,700,000.00. (filed herewith)
10.36 Loan and Security Agreement by and among 15 Progress and PUB
dated as of September 30, 2010 in the original principal amount
of $2,700,000.00. (filed herewith)
10.37 Promissory Note made by 15 Progress to PUB dated as of
September 30, 2010 in the principal sum of $2,700,000.00. (filed
herewith)
10.38 Open-End Mortgage Deed and Security Agreement by and among 15
Progress and PUB dated as of September 30, 2010 in the principal
sum of $2,700,000.00. (filed herewith)
10.39 Substitute Limited Guaranty by GTJ REIT, Inc. to PUB dated as of
January, 2013. (filed herewith)
10.40 First Amendment to Loan Agreement by and among 165-25
147th Avenue, LLC, 85-01 24th Avenue, LLC, GTJ REIT, Inc. and
Hartford Life Insurance Company, Hartford Life and Accident
Insurance Company and Hartford Life and Annuity Insurance
Company dated as of January 1, 2013. (filed herewith)
10.41 Mortgage Modification Agreement by and among Farm Springs Road,
LLC ("Farm Springs"), and Manufacturers and Traders Trust
Company ("M&T") dated as of January 1, 2013. (filed herewith)
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10.42 Standard Libor Grid Note by and among GTJ REIT, Inc., Farm
Springs and M&T dated as of January 1, 2013 in the amount of
$10,000,000.00. (filed herewith)
10.43 Credit Agreement by and among GTJ REIT, Inc., Farm Springs, and
M&T dated as of January 1, 2013. (filed herewith)
10.44 Waiver and Consent by and between GTJ REIT, Inc. and M&T dated
as of January 1, 2013. (filed herewith)
10.45 Assumption, Consent and Modification Agreement by and among
Wu/LH 8 Slater L.L.C. ("8 Slater"), Paul Cooper, Jeffrey Ravetz,
Louis Sheinker, GTJ REIT, Inc., and The United States Life
Insurance Company in the City of New York ("USLIC") successor by
merger to First SunAmerica Life Insurance Company dated as of
January 1, 2013. (filed herewith)
10.46 Consolidated, Amended and Restated Promissory Note by and
between 8 Slater and USLIC dated as of March 8, 2011 in the
principal sum of $4,639,600.00. (filed herewith)
10.47 Mortgage, Consolidation, Extension, Spreader and Security
Agreement, Fixture Filing, Financing Statement and Assignment of
Leases and Rents by and between 8 Slater and USLIC dated as of
March 8, 2011 in the principal sum of $4,639,600.00. (filed
herewith)
10.48 Assumption, Consent and Modification Agreement by and among
Wu/LH 15 Executive L.L.C. ("15 Executive"), Paul Cooper, Jeffrey
Ravetz, Louis Sheinker, GTJ REIT, Inc., and USLIC dated as of
January 1, 2013. (filed herewith)
10.49 Promissory Note made by 15 Executive to USLIC dated as of
March 8, 2011 in the principal sum of $4,096,400.00. (filed
herewith)
10.50 Open-End Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing by and between 15 Executive and
USLIC dated as of March 8, 2011 in the principal sum of
$4,096,400.00. (filed herewith)
10.51 Assumption, Consent and Modification Agreement by and among
Wu/LH 35 Executive L.L.C. ("35 Executive"), Paul Cooper, Jeffrey
Ravetz, Louis Sheinker, GTJ REIT, Inc., and USLIC dated as of
January 1, 2013. (filed herewith)
10.52 Promissory Note made by 35 Executive to USLIC dated as of
March 8, 2011 in the principal sum of $5,724,600.00. (filed
herewith)
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10.53 Open-End Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing by and between 35 Executive and
USLIC dated as of March 8, 2011 in the principal sum of
$5,724,600.00. (filed herewith)
10.54 Assumption, Consent and Modification Agreement by and among
Wu/LH 470 Bridgeport L.L.C. ("470 Bridgeport"), Paul Cooper,
Jeffrey Ravetz, Louis Sheinker, GTJ REIT, Inc., and USLIC dated
as of January 1, 2013. (filed herewith)
10.55 Promissory Note made by 470 Bridgeport to USLIC dated as of
March 8, 2011 in the principal sum of $3,683,700.00. (filed
herewith)
10.56 Open-End Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing by and between 470 Bridgeport and
USLIC dated as of March 8, 2011 in the principal sum of
$3,683,700.00. (filed herewith)
10.57 Assumption, Consent and Modification Agreement by and among
Wu/LH 950 Bridgeport L.L.C. ("950 Bridgeport"), Paul Cooper,
Jeffrey Ravetz, Louis Sheinker, GTJ REIT, Inc., and USLIC dated
as of January 1, 2013. (filed herewith)
10.58 Promissory Note made by 950 Bridgeport to USLICdated as of
March 8, 2011 in the principal sum of $2,639,000.00. (filed
herewith)
10.59 Open-End Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing by and between 950 Bridgeport and
USLIC dated as of March 8, 2011 in the principal sum of
$2,639,000.00. (filed herewith)
10.60 Assumption, Consent and Modification Agreement by and among
Wu/LH 22 Marsh Hill L.L.C. ("22 Marsh Hill"), Paul Cooper,
Jeffrey Ravetz, Louis Sheinker, GTJ REIT, Inc., and USLIC dated
as of January 1, 2013. (filed herewith)
10.61 Promissory Note made by 22 Marsh Hill to SunAmerica dated as of
March 8, 2011 in the principal sum of $2,716,700.00. (filed
herewith)
10.62 Open-End Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing by and between 22 Marsh Hill and
USLIC dated as of March 8, 2011 in the principal sum of
$2,716,700.00. (filed herewith)
10.63 Amended and Restated Affiliate Guaranty Agreement by 15
Executive, 22 Marsh Hill, 35 Executive, 470 Bridgeport, 950
Bridgeport, and 8 Slater (collectively the "USLIC Borrowers") in
favor of USLIC dated as of January 1, 2013. (filed herewith)
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10.64 Amended and Restated Cash Collateral Agreement by the USLIC
Borrowers in favor of USLIC and acknowledged and agreed to by M.
Robert Goldman & Company, Inc. dated as of January 1, 2013.
(filed herewith)
10.65 Environmental Indemnity Agreement by the USLIC Borrowers and GTJ
REIT, Inc. for the benefit of USLIC as of January 1, 2013.
(filed herewith)
10.66 Guaranty Agreement by GTJ REIT, Inc. in favor of USLIC dated as
of January 1, 2013. (filed herewith)
99.1 Fairness Opinion from Duff & Phelps, as independent financial
advisor to the Special Committee of the Board of Directors dated
January 10, 2013. (Incorporated by reference to Registrant's
report on Form 8-K filed on January 24, 2013)
99.2 Organizational Chart. (filed herewith)
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