1026-00002 · Briarwood Family Office LLC · Transaction Documents

harborline-lender-consent-letter.docx DOCUMENT Litigation

8 / 12 ← → ✕

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law 599 Lexington Avenue New York, New York 10022

Telephone: (212) 554-7800 Facsimile: (212) 554-7801

March __, 2025

Via Email (sgillespie@harborlinelending.com) and Sundial Data Systems

Sean P. Gillespie Relationship Manager Harborline Commercial Lending, LLC 225 Franklin Street, 12th Floor Boston, Massachusetts 02110

Re: Request for Lender Consent to Dissolution and Orderly Wind-Down of Greystone Realty Partners, L.P. Credit Agreement dated October 15, 2020 Loan Reference No. HCL-2020-07842 Borrower: Greystone Realty Partners, L.P.

Dear Mr. Gillespie:

I. Introduction and Representation

Calderwood & Harkness LLP represents Briarwood Family Office LLC ("Briarwood"), a Delaware limited liability company, which holds a fifty-five percent (55%) limited partnership interest in Greystone Realty Partners, L.P. ("Greystone" or the "Partnership"), a Delaware limited partnership. This letter is submitted on behalf of both Briarwood and Pinnacle Holdings Group LLC ("Pinnacle"), a Delaware limited liability company, which serves as the forty-five percent (45%) general partner of the Partnership. This letter is submitted with the full knowledge and express consent of Pinnacle and its counsel, Ashford & Crane LLP, of Wilmington, Delaware (Raymond T. Ashford, Lead Partner). Ashford & Crane has authorized Calderwood & Harkness to represent in this letter that Pinnacle concurs with and supports the request set forth herein.

The purpose of this letter is to formally request the prior written consent of Harborline Commercial Lending, LLC ("Harborline" or the "Lender"), pursuant to Section 7.04 of the Credit Agreement dated as of October 15, 2020 (as amended, supplemented, or otherwise modified from time to time, the "Credit Agreement"), Loan Reference No. HCL-2020-07842, to the consensual dissolution and orderly wind-down of the Partnership and the sale of the seven portfolio properties that constitute the Collateral (as defined in the Credit Agreement) securing the obligations thereunder. As described more fully below, the partners have resolved a prolonged deadlock and pending Court of Chancery litigation through a definitive Wind-Down Agreement that prioritizes full repayment of all amounts owing to Harborline as the first application of any disposition proceeds. We believe this process is in the best interests of all stakeholders, including Harborline, and we respectfully seek Harborline's cooperation in facilitating an orderly and efficient wind-down.

II. Background — The Partnership and the Loan

Greystone Realty Partners, L.P. was formed on June 14, 2018, under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq., and is duly registered with the Delaware Secretary of State under File No. 7284613. A Certificate of Limited Partnership was filed on the date of formation, and the Partnership has continuously maintained its good standing in the State of Delaware since that time. The Partnership was organized for the purpose of acquiring, holding, operating, managing, and disposing of commercial real estate assets, and it has conducted its operations in accordance with that stated purpose since inception.

The Partnership holds a portfolio of seven mixed-use commercial properties located across four jurisdictions: Philadelphia, Pennsylvania; Wilmington, Delaware; Baltimore, Maryland; and Arlington, Virginia. These properties encompass a diversified mix of office, retail, residential, and student housing uses, and have been managed on a day-to-day basis by Pinnacle in its capacity as general partner throughout the Partnership's existence.

Aggregate capital contributions to the Partnership total Eighty-Seven Million Dollars ($87,000,000), comprised of Forty-Seven Million Eight Hundred Fifty Thousand Dollars ($47,850,000) contributed by Briarwood and Thirty-Nine Million One Hundred Fifty Thousand Dollars ($39,150,000) contributed by Pinnacle, reflecting each partner's respective percentage interest in the Partnership.

On October 15, 2020, the Partnership, acting through Pinnacle as its general partner, entered into the Credit Agreement with Harborline for a secured term loan facility in the original principal amount of Sixty-Eight Million Three Hundred Thousand Dollars ($68,300,000), bearing interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus two hundred eighty-five (285) basis points per annum, and maturing on October 15, 2027. The loan was made for the purpose of refinancing existing indebtedness on the portfolio properties and funding certain capital improvements, as set forth in the recitals to the Credit Agreement.

The obligations under the Credit Agreement are secured by first-priority mortgage liens, deeds of trust, and security interests on all seven portfolio properties, as well as assignments of rents, leases, and profits, and pledges of the Partnership's operating accounts, all as more particularly described in the Security Documents (as defined in the Credit Agreement). The Partnership has maintained compliance with all material covenants under the Credit Agreement since its execution, and all required debt service payments have been made on a timely basis.

As of February 28, 2025, the outstanding principal balance under the Credit Agreement is approximately Sixty-One Million Seven Hundred Thousand Dollars ($61,700,000). Interest payments remain current through the most recent payment date, and no Event of Default (as defined in the Credit Agreement) has occurred and is continuing.

III. Summary of Deadlock and Litigation

We bring the following background to Harborline's attention so that the Lender has a full understanding of the circumstances giving rise to the wind-down request.

Since approximately mid-2024, the partners of Greystone have been in a state of irreconcilable deadlock over certain "Major Decisions" as that term is defined in Section 5.02 of the Amended and Restated Agreement of Limited Partnership of Greystone Realty Partners, L.P., dated as of June 14, 2018, as amended by the First Amendment thereto dated September 1, 2019 (collectively, the "LPA"). Under Section 5.02 of the LPA, Major Decisions—including any refinancing, recapitalization, capital call, or disposition of any property with a value in excess of Five Million Dollars ($5,000,000)—require the affirmative vote of partners holding at least eighty percent (80%) of the total partnership interests. Because Briarwood holds fifty-five percent (55%) and Pinnacle holds forty-five percent (45%), neither partner acting alone can approve a Major Decision, and the unanimous consent of both partners is effectively required.

The deadlock arose from two specific proposals advanced by Pinnacle in its capacity as general partner. First, on June 28, 2024, Pinnacle proposed a refinancing of the existing Harborline indebtedness through a new loan facility with Northgate Savings Bank in the principal amount of Sixty-Two Million Dollars ($62,000,000), which Briarwood declined to approve based on, among other things, concerns regarding the proposed loan terms and the lack of a clear path to liquidity for the limited partner. Second, on August 5, 2024, Pinnacle issued a capital call in the amount of Eight Million Two Hundred Thousand Dollars ($8,200,000) to fund deferred capital expenditures and lease-up costs at several portfolio properties, which Briarwood likewise declined to approve on the grounds that the capital call was not warranted by the then-current financial condition of the Partnership and was not accompanied by an adequate business plan.

Following the breakdown in negotiations between the partners, the parties engaged Tidewater Dispute Resolution Services to conduct formal mediation. The mediation was presided over by the Honorable (Ret.) Patricia Navarro, a former judge of the Superior Court of the State of Delaware, and took place over the course of three sessions conducted between September and November 2024. Despite good-faith efforts by both parties, the mediation did not result in a resolution, and Mediator Navarro issued a declaration of impasse on November 18, 2024.

On December 2, 2024, Briarwood filed a Verified Petition for Judicial Dissolution of Greystone Realty Partners, L.P. in the Court of Chancery of the State of Delaware, captioned Briarwood Family Office LLC v. Pinnacle Holdings Group LLC and Greystone Realty Partners, L.P., C.A. No. 2024-1187-MTZ, before Vice Chancellor Marguerite T. Zimmerman. The Verified Petition sought dissolution of the Partnership pursuant to 6 Del. C. § 17-802 on grounds of deadlock and impracticability of carrying on the business of the Partnership in conformity with the LPA.

In connection with the Chancery litigation, the Court, by Stipulated Order dated January 10, 2025, appointed Keymark Valuation Group LLC, a nationally recognized real estate appraisal firm (Thomas J. Reeves, MAI, Lead Appraiser), as an independent appraiser to conduct a comprehensive valuation of all seven portfolio properties. Keymark completed its engagement and delivered its Appraisal Report, designated Report No. KVG-2025-0214, on February 22, 2025. The Keymark Appraisal Report determined the aggregate fair market value of the seven-property portfolio to be One Hundred Seventy-Four Million Dollars ($174,000,000) as of the effective date of the appraisal. A complete copy of the Keymark Appraisal Report is enclosed herewith for Harborline's review.

IV. The Consensual Wind-Down

We are pleased to report that, following the delivery of the Keymark Appraisal Report and subsequent negotiations between counsel for the partners, Briarwood and Pinnacle have resolved their disputes and reached agreement on a consensual dissolution and orderly wind-down of the Partnership.

On March 14, 2025, Briarwood and Pinnacle executed a binding Term Sheet for Consensual Wind-Down that set forth the principal terms of the resolution. Thereafter, the parties negotiated, finalized, and have now entered into a definitive Wind-Down Agreement (the "Wind-Down Agreement") among Briarwood, Pinnacle, and Greystone, which comprehensively documents the consensual dissolution and orderly liquidation of the Partnership. An executed copy of the Wind-Down Agreement is enclosed herewith.

The key terms of the Wind-Down Agreement that are relevant to Harborline's interests as secured lender are summarized below:

Dissolution. The Partnership will be dissolved in accordance with the provisions of the LPA and the Delaware Revised Uniform Limited Partnership Act. A Certificate of Cancellation will be filed with the Delaware Secretary of State upon completion of the winding up of the Partnership's affairs, with a target filing date of no later than December 31, 2025. The partners intend to complete the disposition of all portfolio properties and the winding up of Partnership affairs within that timeframe, subject to market conditions and receipt of all necessary consents, including the consent requested herein.

Property Dispositions. All seven portfolio properties constituting the Collateral under the Credit Agreement will be marketed for sale by Meridian Capital Advisors LLC (Nadia Kowalski, Managing Director) as exclusive disposition broker. Meridian Capital Advisors is a nationally recognized commercial real estate brokerage firm with extensive experience in the disposition of mixed-use portfolios in the Mid-Atlantic region. The marketing of the portfolio properties is required to commence within thirty (30) days following the execution date of the Wind-Down Agreement. Properties may be sold individually or in combinations, depending on market demand and the objective of maximizing aggregate sale proceeds.

Pinnacle Right of First Offer. Pursuant to the Wind-Down Agreement, Pinnacle has been granted a right of first offer ("ROFO") on each portfolio property. The ROFO is exercisable within twenty (20) business days following Pinnacle's receipt of a bona fide third-party offer for the applicable property, provided that Pinnacle's purchase price must be no less than ninety-seven and one-half percent (97.5%) of the Keymark appraised value for such property. If Pinnacle does not exercise its ROFO within the specified period, the property may be sold to the third-party offeror on terms no less favorable to the Partnership than those contained in the bona fide third-party offer.

Continuing Management. During the wind-down period, Pinnacle will continue to serve as the day-to-day property manager for all portfolio properties, ensuring continuity of operations, tenant relations, and maintenance obligations. Pinnacle's management fee during the wind-down period will be reduced to two percent (2.0%) of gross revenues from the portfolio properties, which represents a reduction from the three and one-half percent (3.5%) management fee that Pinnacle has historically received under the management agreement.

Distribution Waterfall. Net sale proceeds from the disposition of the portfolio properties will be applied in the following order of priority:

(1) First, full repayment of all indebtedness, obligations, and liabilities owing to Harborline under the Credit Agreement and the other Loan Documents, including principal, accrued and unpaid interest, the prepayment premium, and any other fees, costs, or expenses payable thereunder;

(2) Second, payment of all wind-down expenses of the Partnership, including brokerage commissions payable to Meridian Capital Advisors, transfer taxes, legal fees, accounting fees, and other transaction costs;

(3) Third, funding of a reserve escrow in the amount of One Million Five Hundred Thousand Dollars ($1,500,000), to be held at Concord Title & Escrow Services, Inc., for contingent liabilities of the Partnership, including potential tax adjustments, warranty claims, and post-closing indemnification obligations;

(4) Fourth, return of unreturned capital contributions to the partners in proportion to their respective capital accounts; and

(5) Fifth, distribution of all remaining proceeds fifty-five percent (55%) to Briarwood and forty-five percent (45%) to Pinnacle, in accordance with their respective partnership interests.

Loan Repayment Is First Priority. Calderwood & Harkness wishes to emphasize, and to bring to Harborline's particular attention, that the Wind-Down Agreement expressly provides for the repayment of all amounts owing to Harborline under the Credit Agreement and the related Loan Documents as the first application of disposition proceeds, ahead of all other distributions, expenses, reserves, and partner returns. The partners have deliberately structured the distribution waterfall in this manner to ensure that Harborline's secured position is fully protected and that the Lender will be repaid in full before any proceeds are distributed to any other party.

Chancery Dismissal. The parties will file a joint stipulation of dismissal with prejudice in Briarwood Family Office LLC v. Pinnacle Holdings Group LLC and Greystone Realty Partners, L.P., C.A. No. 2024-1187-MTZ, within five (5) business days following the execution of the Wind-Down Agreement, thereby concluding the Chancery Court litigation.

V. Estimated Loan Payoff

Based on the amortization schedule under the Credit Agreement, current SOFR rates as published by the Federal Reserve Bank of New York, and the contractual terms governing prepayment, we have prepared the following good-faith estimate of the total payoff amount that would be due to Harborline assuming a hypothetical payoff date of June 30, 2025 (which we use for illustrative purposes, recognizing that the actual payoff date will depend on the timing of property dispositions):

The prepayment premium of $1,827,000 is calculated as three percent (3.0%) of the outstanding principal balance of $60,900,000, in accordance with Section 2.05(b) of the Credit Agreement, which provides for a prepayment premium equal to three percent (3.0%) of the principal amount prepaid if prepayment occurs prior to the fourth anniversary of the Closing Date. The Partnership acknowledges and accepts its obligation to pay the prepayment premium in full, along with all other amounts due under the Credit Agreement, including any additional fees, costs, breakage amounts, or expenses payable in connection with the prepayment.

We note that the estimated amounts set forth above are preliminary and are provided solely for informational purposes. The actual payoff amount will be determined by Harborline and confirmed in a formal payoff letter to be issued by Harborline at the time of each property closing, or upon such earlier date as the parties may agree. Calderwood & Harkness respectfully requests that Harborline agree to provide a payoff letter in customary form when the first property sale is imminent, and that Harborline confirm the mechanics by which payoff amounts will be allocated among property closings in the event properties are sold on a rolling basis rather than in a single transaction.

As additional context regarding the creditworthiness of the request, we note that the aggregate appraised portfolio value of One Hundred Seventy-Four Million Dollars ($174,000,000), as determined by the Court-appointed independent appraiser, significantly exceeds the outstanding loan balance. Based on the outstanding principal balance of approximately $61,700,000 as of February 28, 2025, the current loan-to-value ratio is approximately thirty-five and four-tenths percent (35.4%) ($61,700,000 ÷ $174,000,000), providing a substantial equity cushion of approximately One Hundred Twelve Million Three Hundred Thousand Dollars ($112,300,000) for the benefit of Harborline and ensuring ample coverage for full repayment of all amounts due under the Credit Agreement, even in the event of a significant discount to appraised values in the actual disposition process.

VI. Specific Consent Requested

Section 7.04 of the Credit Agreement (captioned "Restrictions on Fundamental Changes") provides that the Borrower shall not, without the prior written consent of the Lender, (a) effect or permit any change of control of the Borrower (as "change of control" is defined therein), (b) dissolve, liquidate, or wind up the affairs of the Borrower, or (c) sell, transfer, convey, or otherwise dispose of all or substantially all of the Collateral securing the obligations under the Credit Agreement. The consensual dissolution and orderly wind-down of the Partnership, together with the disposition of all seven portfolio properties, implicates each of these provisions and accordingly requires Harborline's prior written consent.

In light of the foregoing, Calderwood & Harkness, on behalf of Briarwood and Pinnacle, respectfully requests that Harborline consent to the following:

1. The consensual dissolution of Greystone Realty Partners, L.P. on the terms and subject to the conditions set forth in the Wind-Down Agreement, including the filing of a Certificate of Cancellation with the Delaware Secretary of State upon completion of the winding up of Partnership affairs;

2. The orderly marketing and sale of each of the seven portfolio properties constituting the Collateral under the Credit Agreement, whether individually, in combinations, or as a portfolio, by Meridian Capital Advisors LLC as exclusive disposition broker, with all net sale proceeds to be applied first to the repayment in full of all obligations owing under the Credit Agreement and the other Loan Documents; and

3. The release of Harborline's first-priority mortgage liens, deeds of trust, security interests, and assignments of rents, leases, and profits on each portfolio property upon receipt by Harborline of the applicable portion of the aggregate payoff amount attributable to such property, or upon receipt of the full payoff amount for all outstanding obligations under the Credit Agreement, as applicable, and the delivery by Harborline of customary discharge and release instruments in recordable form with respect to each such property.

To memorialize Harborline's consent and to establish the agreed-upon mechanics for partial lien releases as properties are sold on a rolling basis during the wind-down period, Calderwood & Harkness proposes that the parties negotiate and enter into either (a) a formal consent letter agreement between Harborline and Greystone, or (b) a limited amendment to the Credit Agreement, in either case setting forth the terms and conditions of Harborline's consent, the methodology for allocating the payoff amount among the individual property dispositions, the form and timing of partial lien releases, and any other matters that Harborline reasonably requires. We are prepared to circulate a proposed form of consent letter for Harborline's review promptly upon indication that Harborline is amenable to the request.

VII. Portfolio Property Summary

For ease of reference, the following table summarizes the seven portfolio properties constituting the Collateral under the Credit Agreement, together with their respective appraised values as determined by Keymark Valuation Group LLC:

Source: Keymark Valuation Group LLC, Appraisal Report No. KVG-2025-0214, dated February 22, 2025.

We further note that the Partnership's estimated annual Net Operating Income for the 2024 fiscal year was approximately Thirteen Million Nine Hundred Twenty Thousand Dollars ($13,920,000), which represents a debt service coverage ratio of approximately 2.3x based on the annual debt service under the Credit Agreement at current interest rates. This level of cash flow supports the Partnership's continued ability to service the debt in a timely manner throughout the wind-down period while the portfolio properties are being marketed and sold. The Partnership intends to continue making all scheduled debt service payments under the Credit Agreement throughout the wind-down period until the loan is repaid in full.

VIII. Enclosures

The following documents are enclosed herewith for Harborline's review and diligence in connection with this request:

1. Executed copy of the Wind-Down Agreement among Briarwood Family Office LLC, Pinnacle Holdings Group LLC, and Greystone Realty Partners, L.P.;

2. Keymark Valuation Group LLC Appraisal Report No. KVG-2025-0214, dated February 22, 2025 (complete report, including addenda and exhibits); and

3. Property portfolio summary schedule, including property descriptions, tenant rosters, current occupancy rates, and selected financial data for each portfolio property.

Please note that the Wind-Down Agreement and the Keymark Appraisal Report are provided to Harborline on a strictly confidential basis and are subject to the confidentiality provisions set forth in Section 10.07 of the Credit Agreement. We respectfully request that Harborline treat these materials accordingly and limit distribution to those individuals at Harborline and its professional advisors who have a need to know in connection with the evaluation of this consent request.

IX. Request for Response and Contact Information

Calderwood & Harkness respectfully requests that Harborline provide its written consent to the matters described herein at its earliest convenience, and in any event within thirty (30) calendar days of the date of this letter, so that the parties may proceed with the orderly disposition of the portfolio properties in accordance with the timeline contemplated by the Wind-Down Agreement. We recognize that Harborline will need adequate time to review the enclosed materials and conduct any internal analysis or committee review that may be required, and we stand ready to provide any additional information, documentation, or access to the properties or their records that Harborline may reasonably request in connection with its evaluation.

All correspondence, inquiries, and deliveries in connection with this request should be directed to:

Linda Osei, Partner Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 554-7812

Email: losei@calderwoodharkness.com

Yuki Nakamura, Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 554-7834

Email: ynakamura@calderwoodharkness.com

With a courtesy copy to counsel for Pinnacle:

Raymond T. Ashford, Partner Ashford & Crane LLP 1201 North Market Street, Suite 1400 Wilmington, Delaware 19801 Telephone: (302) 651-2200

Email: rashford@ashfordcrane.com

Calderwood & Harkness and Ashford & Crane are jointly available, and welcome the opportunity, to discuss the terms of a consent letter or Credit Agreement amendment, to address any questions or concerns Harborline may have regarding the Wind-Down Agreement or the proposed disposition process, and to respond to any diligence requests that Harborline may wish to make.

X. Reservation of Rights

Nothing in this letter, and no aspect of the request for consent set forth herein, shall constitute or be deemed to constitute a waiver, release, or relinquishment of any right, remedy, claim, or defense of the Borrower, any partner of the Partnership, or any other party under the Credit Agreement, the other Loan Documents, the LPA, the Wind-Down Agreement, or applicable law. All such rights, remedies, claims, and defenses are expressly reserved in their entirety.

The Partnership will continue to comply with all covenants, obligations, and undertakings under the Credit Agreement and the other Loan Documents during the wind-down period, including without limitation the timely payment of all scheduled debt service payments, the maintenance of required insurance coverage, the delivery of periodic financial reporting, and all other affirmative and negative covenants set forth therein, and will continue to do so until all obligations under the Credit Agreement have been indefeasibly repaid and satisfied in full.

We appreciate Harborline's cooperation in this matter and look forward to working together with Harborline and its counsel to ensure an orderly process that protects the interests of all parties. We are confident that the consensual wind-down, structured as it is with the repayment of Harborline's indebtedness as the first priority, represents the most favorable outcome for the Lender and provides a clear and efficient path to full recovery of all amounts owing under the Credit Agreement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Linda Osei, Partner

By: ________

Yuki Nakamura, Associate

Acknowledgment

The undersigned, acting in their respective capacities as set forth below, hereby acknowledge and confirm (i) that the foregoing letter accurately describes the Wind-Down Agreement and the request for consent to Harborline Commercial Lending, LLC, and (ii) that the request for consent set forth herein is made with their knowledge, approval, and authorization:

PINNACLE HOLDINGS GROUP LLC, as General Partner of Greystone Realty Partners, L.P.

By: ________

Name: Victor A. Sandoval

Title: Managing Member

Date: ________

BRIARWOOD FAMILY OFFICE LLC

By: ________

Name: Elliot R. Briarwood

Title: Sole Managing Member

Date: ________

Enclosures:

1. Wind-Down Agreement (execution copy)

2. Keymark Valuation Group LLC Appraisal Report No. KVG-2025-0214

3. Property Portfolio Summary Schedule

cc:

Raymond T. Ashford, Ashford & Crane LLP Jennifer L. Quinto, Ashford & Crane LLP Priya Anand, Calderwood & Harkness LLP Elliot R. Briarwood, Briarwood Family Office LLC Margaux Briarwood-Feldstein, Briarwood Family Office LLC Victor A. Sandoval, Pinnacle Holdings Group LLC Denise K. Hartwell, Pinnacle Holdings Group LLC

Component	Estimated Amount
Outstanding Principal (as of June 30, 2025)	$60,900,000
Accrued and Unpaid Interest (estimated through June 30, 2025)	$730,000
Prepayment Premium (3.0% of outstanding principal per Credit Agreement)	$1,827,000
Total Estimated Payoff	$63,457,000
Property Name	Address	Appraised Value	Property Type
Station Square	1400 Chestnut Street, Philadelphia, PA 19102	$38,200,000	Mixed-use (retail/office)
Harborview Place	201 S. Columbus Blvd, Philadelphia, PA 19106	$29,600,000	Mixed-use (residential/retail)
Brandywine Commons	800 N. King Street, Wilmington, DE 19801	$22,100,000	Office/retail
Riverside Centre	515 N. Charles Street, Baltimore, MD 21201	$26,500,000	Mixed-use (office/retail)
Federal Hill Lofts	1020 Light Street, Baltimore, MD 21230	$18,400,000	Residential/retail
Courthouse Plaza	2100 Clarendon Blvd, Arlington, VA 22201	$24,400,000	Office
Walnut Bridge	3722 Walnut Street, Philadelphia, PA 19104	$14,800,000	Mixed-use (student housing/retail)
Total	$174,000,000

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law 599 Lexington Avenue New York, New York 10022
Telephone: (212) 554-7800 Facsimile: (212) 554-7801
March __, 2025
Via Email (sgillespie@harborlinelending.com) and Sundial Data Systems
Sean P. Gillespie Relationship Manager Harborline Commercial Lending, LLC 225 Franklin Street, 12th Floor Boston, Massachusetts 02110
Re: Request for Lender Consent to Dissolution and Orderly Wind-Down of Greystone Realty Partners, L.P. Credit Agreement dated October 15, 2020 Loan Reference No. HCL-2020-07842 Borrower: Greystone Realty Partners, L.P.
Dear Mr. Gillespie:
I. Introduction and Representation
Calderwood & Harkness LLP represents Briarwood Family Office LLC ("Briarwood"), a Delaware limited liability company, which holds a fifty-five percent (55%) limited partnership interest in Greystone Realty Partners, L.P. ("Greystone" or the "Partnership"), a Delaware limited partnership. This letter is submitted on behalf of both Briarwood and Pinnacle Holdings Group LLC ("Pinnacle"), a Delaware limited liability company, which serves as the forty-five percent (45%) general partner of the Partnership. This letter is submitted with the full knowledge and express consent of Pinnacle and its counsel, Ashford & Crane LLP, of Wilmington, Delaware (Raymond T. Ashford, Lead Partner). Ashford & Crane has authorized Calderwood & Harkness to represent in this letter that Pinnacle concurs with and supports the request set forth herein.
The purpose of this letter is to formally request the prior written consent of Harborline Commercial Lending, LLC ("Harborline" or the "Lender"), pursuant to Section 7.04 of the Credit Agreement dated as of October 15, 2020 (as amended, supplemented, or otherwise modified from time to time, the "Credit Agreement"), Loan Reference No. HCL-2020-07842, to the consensual dissolution and orderly wind-down of the Partnership and the sale of the seven portfolio properties that constitute the Collateral (as defined in the Credit Agreement) securing the obligations thereunder. As described more fully below, the partners have resolved a prolonged deadlock and pending Court of Chancery litigation through a definitive Wind-Down Agreement that prioritizes full repayment of all amounts owing to Harborline as the first application of any disposition proceeds. We believe this process is in the best interests of all stakeholders, including Harborline, and we respectfully seek Harborline's cooperation in facilitating an orderly and efficient wind-down.
II. Background — The Partnership and the Loan
Greystone Realty Partners, L.P. was formed on June 14, 2018, under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq., and is duly registered with the Delaware Secretary of State under File No. 7284613. A Certificate of Limited Partnership was filed on the date of formation, and the Partnership has continuously maintained its good standing in the State of Delaware since that time. The Partnership was organized for the purpose of acquiring, holding, operating, managing, and disposing of commercial real estate assets, and it has conducted its operations in accordance with that stated purpose since inception.
The Partnership holds a portfolio of seven mixed-use commercial properties located across four jurisdictions: Philadelphia, Pennsylvania; Wilmington, Delaware; Baltimore, Maryland; and Arlington, Virginia. These properties encompass a diversified mix of office, retail, residential, and student housing uses, and have been managed on a day-to-day basis by Pinnacle in its capacity as general partner throughout the Partnership's existence.
Aggregate capital contributions to the Partnership total Eighty-Seven Million Dollars ($87,000,000), comprised of Forty-Seven Million Eight Hundred Fifty Thousand Dollars ($47,850,000) contributed by Briarwood and Thirty-Nine Million One Hundred Fifty Thousand Dollars ($39,150,000) contributed by Pinnacle, reflecting each partner's respective percentage interest in the Partnership.
On October 15, 2020, the Partnership, acting through Pinnacle as its general partner, entered into the Credit Agreement with Harborline for a secured term loan facility in the original principal amount of Sixty-Eight Million Three Hundred Thousand Dollars ($68,300,000), bearing interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus two hundred eighty-five (285) basis points per annum, and maturing on October 15, 2027. The loan was made for the purpose of refinancing existing indebtedness on the portfolio properties and funding certain capital improvements, as set forth in the recitals to the Credit Agreement.
The obligations under the Credit Agreement are secured by first-priority mortgage liens, deeds of trust, and security interests on all seven portfolio properties, as well as assignments of rents, leases, and profits, and pledges of the Partnership's operating accounts, all as more particularly described in the Security Documents (as defined in the Credit Agreement). The Partnership has maintained compliance with all material covenants under the Credit Agreement since its execution, and all required debt service payments have been made on a timely basis.
As of February 28, 2025, the outstanding principal balance under the Credit Agreement is approximately Sixty-One Million Seven Hundred Thousand Dollars ($61,700,000). Interest payments remain current through the most recent payment date, and no Event of Default (as defined in the Credit Agreement) has occurred and is continuing.
III. Summary of Deadlock and Litigation
We bring the following background to Harborline's attention so that the Lender has a full understanding of the circumstances giving rise to the wind-down request.
Since approximately mid-2024, the partners of Greystone have been in a state of irreconcilable deadlock over certain "Major Decisions" as that term is defined in Section 5.02 of the Amended and Restated Agreement of Limited Partnership of Greystone Realty Partners, L.P., dated as of June 14, 2018, as amended by the First Amendment thereto dated September 1, 2019 (collectively, the "LPA"). Under Section 5.02 of the LPA, Major Decisions—including any refinancing, recapitalization, capital call, or disposition of any property with a value in excess of Five Million Dollars ($5,000,000)—require the affirmative vote of partners holding at least eighty percent (80%) of the total partnership interests. Because Briarwood holds fifty-five percent (55%) and Pinnacle holds forty-five percent (45%), neither partner acting alone can approve a Major Decision, and the unanimous consent of both partners is effectively required.
The deadlock arose from two specific proposals advanced by Pinnacle in its capacity as general partner. First, on June 28, 2024, Pinnacle proposed a refinancing of the existing Harborline indebtedness through a new loan facility with Northgate Savings Bank in the principal amount of Sixty-Two Million Dollars ($62,000,000), which Briarwood declined to approve based on, among other things, concerns regarding the proposed loan terms and the lack of a clear path to liquidity for the limited partner. Second, on August 5, 2024, Pinnacle issued a capital call in the amount of Eight Million Two Hundred Thousand Dollars ($8,200,000) to fund deferred capital expenditures and lease-up costs at several portfolio properties, which Briarwood likewise declined to approve on the grounds that the capital call was not warranted by the then-current financial condition of the Partnership and was not accompanied by an adequate business plan.
Following the breakdown in negotiations between the partners, the parties engaged Tidewater Dispute Resolution Services to conduct formal mediation. The mediation was presided over by the Honorable (Ret.) Patricia Navarro, a former judge of the Superior Court of the State of Delaware, and took place over the course of three sessions conducted between September and November 2024. Despite good-faith efforts by both parties, the mediation did not result in a resolution, and Mediator Navarro issued a declaration of impasse on November 18, 2024.
On December 2, 2024, Briarwood filed a Verified Petition for Judicial Dissolution of Greystone Realty Partners, L.P. in the Court of Chancery of the State of Delaware, captioned Briarwood Family Office LLC v. Pinnacle Holdings Group LLC and Greystone Realty Partners, L.P., C.A. No. 2024-1187-MTZ, before Vice Chancellor Marguerite T. Zimmerman. The Verified Petition sought dissolution of the Partnership pursuant to 6 Del. C. § 17-802 on grounds of deadlock and impracticability of carrying on the business of the Partnership in conformity with the LPA.
In connection with the Chancery litigation, the Court, by Stipulated Order dated January 10, 2025, appointed Keymark Valuation Group LLC, a nationally recognized real estate appraisal firm (Thomas J. Reeves, MAI, Lead Appraiser), as an independent appraiser to conduct a comprehensive valuation of all seven portfolio properties. Keymark completed its engagement and delivered its Appraisal Report, designated Report No. KVG-2025-0214, on February 22, 2025. The Keymark Appraisal Report determined the aggregate fair market value of the seven-property portfolio to be One Hundred Seventy-Four Million Dollars ($174,000,000) as of the effective date of the appraisal. A complete copy of the Keymark Appraisal Report is enclosed herewith for Harborline's review.
IV. The Consensual Wind-Down
We are pleased to report that, following the delivery of the Keymark Appraisal Report and subsequent negotiations between counsel for the partners, Briarwood and Pinnacle have resolved their disputes and reached agreement on a consensual dissolution and orderly wind-down of the Partnership.
On March 14, 2025, Briarwood and Pinnacle executed a binding Term Sheet for Consensual Wind-Down that set forth the principal terms of the resolution. Thereafter, the parties negotiated, finalized, and have now entered into a definitive Wind-Down Agreement (the "Wind-Down Agreement") among Briarwood, Pinnacle, and Greystone, which comprehensively documents the consensual dissolution and orderly liquidation of the Partnership. An executed copy of the Wind-Down Agreement is enclosed herewith.
The key terms of the Wind-Down Agreement that are relevant to Harborline's interests as secured lender are summarized below:
Dissolution. The Partnership will be dissolved in accordance with the provisions of the LPA and the Delaware Revised Uniform Limited Partnership Act. A Certificate of Cancellation will be filed with the Delaware Secretary of State upon completion of the winding up of the Partnership's affairs, with a target filing date of no later than December 31, 2025. The partners intend to complete the disposition of all portfolio properties and the winding up of Partnership affairs within that timeframe, subject to market conditions and receipt of all necessary consents, including the consent requested herein.
Property Dispositions. All seven portfolio properties constituting the Collateral under the Credit Agreement will be marketed for sale by Meridian Capital Advisors LLC (Nadia Kowalski, Managing Director) as exclusive disposition broker. Meridian Capital Advisors is a nationally recognized commercial real estate brokerage firm with extensive experience in the disposition of mixed-use portfolios in the Mid-Atlantic region. The marketing of the portfolio properties is required to commence within thirty (30) days following the execution date of the Wind-Down Agreement. Properties may be sold individually or in combinations, depending on market demand and the objective of maximizing aggregate sale proceeds.
Pinnacle Right of First Offer. Pursuant to the Wind-Down Agreement, Pinnacle has been granted a right of first offer ("ROFO") on each portfolio property. The ROFO is exercisable within twenty (20) business days following Pinnacle's receipt of a bona fide third-party offer for the applicable property, provided that Pinnacle's purchase price must be no less than ninety-seven and one-half percent (97.5%) of the Keymark appraised value for such property. If Pinnacle does not exercise its ROFO within the specified period, the property may be sold to the third-party offeror on terms no less favorable to the Partnership than those contained in the bona fide third-party offer.
Continuing Management. During the wind-down period, Pinnacle will continue to serve as the day-to-day property manager for all portfolio properties, ensuring continuity of operations, tenant relations, and maintenance obligations. Pinnacle's management fee during the wind-down period will be reduced to two percent (2.0%) of gross revenues from the portfolio properties, which represents a reduction from the three and one-half percent (3.5%) management fee that Pinnacle has historically received under the management agreement.
Distribution Waterfall. Net sale proceeds from the disposition of the portfolio properties will be applied in the following order of priority:
(1) First, full repayment of all indebtedness, obligations, and liabilities owing to Harborline under the Credit Agreement and the other Loan Documents, including principal, accrued and unpaid interest, the prepayment premium, and any other fees, costs, or expenses payable thereunder;
(2) Second, payment of all wind-down expenses of the Partnership, including brokerage commissions payable to Meridian Capital Advisors, transfer taxes, legal fees, accounting fees, and other transaction costs;
(3) Third, funding of a reserve escrow in the amount of One Million Five Hundred Thousand Dollars ($1,500,000), to be held at Concord Title & Escrow Services, Inc., for contingent liabilities of the Partnership, including potential tax adjustments, warranty claims, and post-closing indemnification obligations;
(4) Fourth, return of unreturned capital contributions to the partners in proportion to their respective capital accounts; and
(5) Fifth, distribution of all remaining proceeds fifty-five percent (55%) to Briarwood and forty-five percent (45%) to Pinnacle, in accordance with their respective partnership interests.
Loan Repayment Is First Priority. Calderwood & Harkness wishes to emphasize, and to bring to Harborline's particular attention, that the Wind-Down Agreement expressly provides for the repayment of all amounts owing to Harborline under the Credit Agreement and the related Loan Documents as the first application of disposition proceeds, ahead of all other distributions, expenses, reserves, and partner returns. The partners have deliberately structured the distribution waterfall in this manner to ensure that Harborline's secured position is fully protected and that the Lender will be repaid in full before any proceeds are distributed to any other party.
Chancery Dismissal. The parties will file a joint stipulation of dismissal with prejudice in Briarwood Family Office LLC v. Pinnacle Holdings Group LLC and Greystone Realty Partners, L.P., C.A. No. 2024-1187-MTZ, within five (5) business days following the execution of the Wind-Down Agreement, thereby concluding the Chancery Court litigation.
V. Estimated Loan Payoff
Based on the amortization schedule under the Credit Agreement, current SOFR rates as published by the Federal Reserve Bank of New York, and the contractual terms governing prepayment, we have prepared the following good-faith estimate of the total payoff amount that would be due to Harborline assuming a hypothetical payoff date of June 30, 2025 (which we use for illustrative purposes, recognizing that the actual payoff date will depend on the timing of property dispositions):
The prepayment premium of $1,827,000 is calculated as three percent (3.0%) of the outstanding principal balance of $60,900,000, in accordance with Section 2.05(b) of the Credit Agreement, which provides for a prepayment premium equal to three percent (3.0%) of the principal amount prepaid if prepayment occurs prior to the fourth anniversary of the Closing Date. The Partnership acknowledges and accepts its obligation to pay the prepayment premium in full, along with all other amounts due under the Credit Agreement, including any additional fees, costs, breakage amounts, or expenses payable in connection with the prepayment.
We note that the estimated amounts set forth above are preliminary and are provided solely for informational purposes. The actual payoff amount will be determined by Harborline and confirmed in a formal payoff letter to be issued by Harborline at the time of each property closing, or upon such earlier date as the parties may agree. Calderwood & Harkness respectfully requests that Harborline agree to provide a payoff letter in customary form when the first property sale is imminent, and that Harborline confirm the mechanics by which payoff amounts will be allocated among property closings in the event properties are sold on a rolling basis rather than in a single transaction.
As additional context regarding the creditworthiness of the request, we note that the aggregate appraised portfolio value of One Hundred Seventy-Four Million Dollars ($174,000,000), as determined by the Court-appointed independent appraiser, significantly exceeds the outstanding loan balance. Based on the outstanding principal balance of approximately $61,700,000 as of February 28, 2025, the current loan-to-value ratio is approximately thirty-five and four-tenths percent (35.4%) ($61,700,000 ÷ $174,000,000), providing a substantial equity cushion of approximately One Hundred Twelve Million Three Hundred Thousand Dollars ($112,300,000) for the benefit of Harborline and ensuring ample coverage for full repayment of all amounts due under the Credit Agreement, even in the event of a significant discount to appraised values in the actual disposition process.
VI. Specific Consent Requested
Section 7.04 of the Credit Agreement (captioned "Restrictions on Fundamental Changes") provides that the Borrower shall not, without the prior written consent of the Lender, (a) effect or permit any change of control of the Borrower (as "change of control" is defined therein), (b) dissolve, liquidate, or wind up the affairs of the Borrower, or (c) sell, transfer, convey, or otherwise dispose of all or substantially all of the Collateral securing the obligations under the Credit Agreement. The consensual dissolution and orderly wind-down of the Partnership, together with the disposition of all seven portfolio properties, implicates each of these provisions and accordingly requires Harborline's prior written consent.
In light of the foregoing, Calderwood & Harkness, on behalf of Briarwood and Pinnacle, respectfully requests that Harborline consent to the following:
1.  The consensual dissolution of Greystone Realty Partners, L.P. on the terms and subject to the conditions set forth in the Wind-Down Agreement, including the filing of a Certificate of Cancellation with the Delaware Secretary of State upon completion of the winding up of Partnership affairs;
2.  The orderly marketing and sale of each of the seven portfolio properties constituting the Collateral under the Credit Agreement, whether individually, in combinations, or as a portfolio, by Meridian Capital Advisors LLC as exclusive disposition broker, with all net sale proceeds to be applied first to the repayment in full of all obligations owing under the Credit Agreement and the other Loan Documents; and
3.  The release of Harborline's first-priority mortgage liens, deeds of trust, security interests, and assignments of rents, leases, and profits on each portfolio property upon receipt by Harborline of the applicable portion of the aggregate payoff amount attributable to such property, or upon receipt of the full payoff amount for all outstanding obligations under the Credit Agreement, as applicable, and the delivery by Harborline of customary discharge and release instruments in recordable form with respect to each such property.
To memorialize Harborline's consent and to establish the agreed-upon mechanics for partial lien releases as properties are sold on a rolling basis during the wind-down period, Calderwood & Harkness proposes that the parties negotiate and enter into either (a) a formal consent letter agreement between Harborline and Greystone, or (b) a limited amendment to the Credit Agreement, in either case setting forth the terms and conditions of Harborline's consent, the methodology for allocating the payoff amount among the individual property dispositions, the form and timing of partial lien releases, and any other matters that Harborline reasonably requires. We are prepared to circulate a proposed form of consent letter for Harborline's review promptly upon indication that Harborline is amenable to the request.
VII. Portfolio Property Summary
For ease of reference, the following table summarizes the seven portfolio properties constituting the Collateral under the Credit Agreement, together with their respective appraised values as determined by Keymark Valuation Group LLC:
Source: Keymark Valuation Group LLC, Appraisal Report No. KVG-2025-0214, dated February 22, 2025.
We further note that the Partnership's estimated annual Net Operating Income for the 2024 fiscal year was approximately Thirteen Million Nine Hundred Twenty Thousand Dollars ($13,920,000), which represents a debt service coverage ratio of approximately 2.3x based on the annual debt service under the Credit Agreement at current interest rates. This level of cash flow supports the Partnership's continued ability to service the debt in a timely manner throughout the wind-down period while the portfolio properties are being marketed and sold. The Partnership intends to continue making all scheduled debt service payments under the Credit Agreement throughout the wind-down period until the loan is repaid in full.
VIII. Enclosures
The following documents are enclosed herewith for Harborline's review and diligence in connection with this request:
1.  Executed copy of the Wind-Down Agreement among Briarwood Family Office LLC, Pinnacle Holdings Group LLC, and Greystone Realty Partners, L.P.;
2.  Keymark Valuation Group LLC Appraisal Report No. KVG-2025-0214, dated February 22, 2025 (complete report, including addenda and exhibits); and
3.  Property portfolio summary schedule, including property descriptions, tenant rosters, current occupancy rates, and selected financial data for each portfolio property.
Please note that the Wind-Down Agreement and the Keymark Appraisal Report are provided to Harborline on a strictly confidential basis and are subject to the confidentiality provisions set forth in Section 10.07 of the Credit Agreement. We respectfully request that Harborline treat these materials accordingly and limit distribution to those individuals at Harborline and its professional advisors who have a need to know in connection with the evaluation of this consent request.
IX. Request for Response and Contact Information
Calderwood & Harkness respectfully requests that Harborline provide its written consent to the matters described herein at its earliest convenience, and in any event within thirty (30) calendar days of the date of this letter, so that the parties may proceed with the orderly disposition of the portfolio properties in accordance with the timeline contemplated by the Wind-Down Agreement. We recognize that Harborline will need adequate time to review the enclosed materials and conduct any internal analysis or committee review that may be required, and we stand ready to provide any additional information, documentation, or access to the properties or their records that Harborline may reasonably request in connection with its evaluation.
All correspondence, inquiries, and deliveries in connection with this request should be directed to:
Linda Osei, Partner Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 554-7812
Email: losei@calderwoodharkness.com
Yuki Nakamura, Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 554-7834
Email: ynakamura@calderwoodharkness.com
With a courtesy copy to counsel for Pinnacle:
Raymond T. Ashford, Partner Ashford & Crane LLP 1201 North Market Street, Suite 1400 Wilmington, Delaware 19801 Telephone: (302) 651-2200
Email: rashford@ashfordcrane.com
Calderwood & Harkness and Ashford & Crane are jointly available, and welcome the opportunity, to discuss the terms of a consent letter or Credit Agreement amendment, to address any questions or concerns Harborline may have regarding the Wind-Down Agreement or the proposed disposition process, and to respond to any diligence requests that Harborline may wish to make.
X. Reservation of Rights
Nothing in this letter, and no aspect of the request for consent set forth herein, shall constitute or be deemed to constitute a waiver, release, or relinquishment of any right, remedy, claim, or defense of the Borrower, any partner of the Partnership, or any other party under the Credit Agreement, the other Loan Documents, the LPA, the Wind-Down Agreement, or applicable law. All such rights, remedies, claims, and defenses are expressly reserved in their entirety.
The Partnership will continue to comply with all covenants, obligations, and undertakings under the Credit Agreement and the other Loan Documents during the wind-down period, including without limitation the timely payment of all scheduled debt service payments, the maintenance of required insurance coverage, the delivery of periodic financial reporting, and all other affirmative and negative covenants set forth therein, and will continue to do so until all obligations under the Credit Agreement have been indefeasibly repaid and satisfied in full.
We appreciate Harborline's cooperation in this matter and look forward to working together with Harborline and its counsel to ensure an orderly process that protects the interests of all parties. We are confident that the consensual wind-down, structured as it is with the repayment of Harborline's indebtedness as the first priority, represents the most favorable outcome for the Lender and provides a clear and efficient path to full recovery of all amounts owing under the Credit Agreement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Linda Osei, Partner
By: ________
Yuki Nakamura, Associate
Acknowledgment
The undersigned, acting in their respective capacities as set forth below, hereby acknowledge and confirm (i) that the foregoing letter accurately describes the Wind-Down Agreement and the request for consent to Harborline Commercial Lending, LLC, and (ii) that the request for consent set forth herein is made with their knowledge, approval, and authorization:
PINNACLE HOLDINGS GROUP LLC, as General Partner of Greystone Realty Partners, L.P.
By: ________
Name: Victor A. Sandoval
Title: Managing Member
Date: ________
BRIARWOOD FAMILY OFFICE LLC
By: ________
Name: Elliot R. Briarwood
Title: Sole Managing Member
Date: ________
Enclosures:
1.  Wind-Down Agreement (execution copy)
2.  Keymark Valuation Group LLC Appraisal Report No. KVG-2025-0214
3.  Property Portfolio Summary Schedule
cc:
Raymond T. Ashford, Ashford & Crane LLP Jennifer L. Quinto, Ashford & Crane LLP Priya Anand, Calderwood & Harkness LLP Elliot R. Briarwood, Briarwood Family Office LLC Margaux Briarwood-Feldstein, Briarwood Family Office LLC Victor A. Sandoval, Pinnacle Holdings Group LLC Denise K. Hartwell, Pinnacle Holdings Group LLC
Component | Estimated Amount
Outstanding Principal (as of June 30, 2025) | $60,900,000
Accrued and Unpaid Interest (estimated through June 30, 2025) | $730,000
Prepayment Premium (3.0% of outstanding principal per Credit Agreement) | $1,827,000
Total Estimated Payoff | $63,457,000
Property Name | Address | Appraised Value | Property Type
Station Square | 1400 Chestnut Street, Philadelphia, PA 19102 | $38,200,000 | Mixed-use (retail/office)
Harborview Place | 201 S. Columbus Blvd, Philadelphia, PA 19106 | $29,600,000 | Mixed-use (residential/retail)
Brandywine Commons | 800 N. King Street, Wilmington, DE 19801 | $22,100,000 | Office/retail
Riverside Centre | 515 N. Charles Street, Baltimore, MD 21201 | $26,500,000 | Mixed-use (office/retail)
Federal Hill Lofts | 1020 Light Street, Baltimore, MD 21230 | $18,400,000 | Residential/retail
Courthouse Plaza | 2100 Clarendon Blvd, Arlington, VA 22201 | $24,400,000 | Office
Walnut Bridge | 3722 Walnut Street, Philadelphia, PA 19104 | $14,800,000 | Mixed-use (student housing/retail)
Total | $174,000,000

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

BRIARWOOD FAMILY OFFICE LLC

Record

Parties

Dates

Amounts