Exhibit
10.1


FIRST
AMENDMENT TO CREDIT AGREEMENT


FIRST AMENDMENT TO
CREDIT AGREEMENT (this “Agreement”), dated as of June 1, 2007, among
CAPITAL TRUST, INC., a Maryland
corporation (the “Borrower”), certain LENDERS party
hereto and WESTLB AG, NEW YORK BRANCH (“WestLB”), as administrative agent on
behalf of certain lenders (in such capacity, together with its successors in
such capacity, the “Administrative Agent”).


RECITALS:


A.  The Borrower, the Administrative Agent and
certain lenders (the “Lenders”) are parties to a Credit Agreement dated
as of March 22, 2007 (as may be hereafter further amended, modified,
supplemented or restated from time to time, the “Credit Agreement”; and,
except as otherwise herein expressly provided, all capitalized terms used herein
shall have the meaning assigned to such terms in the Credit Agreement), which
Credit Agreement provides, among other things, for revolving Loans to be made
by the Lenders to the Borrower in an aggregate principal amount not exceeding
$50,000,000.


B.  Pursuant to Section 9.04 of the Credit
Agreement and an Assignment and Assumption Agreement dated as of May 30, 2007,
(i) WestLB assigned a portion of its Commitment and the Loans outstanding to
Fortis Capital Corp. (“Fortis”), and (ii) Fortis assumed all of the obligations
required to be performed by it as a Lender under the terms and provisions of
the Credit Agreement.


C.  The parties hereto desire to, among other
things, increase the aggregate amount of the Commitments and add new Lenders.


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


Section 1.  Amendment
of Credit Agreement.  Effective as of
the Effective Date (as defined below), the Credit Agreement is hereby amended
as follows:


(a)           The
definition of “Commitment” in Section 1.01 of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make
Revolving Loans hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such
commitment may be (a) reduced or increased from time to time pursuant to Section
2.06 and (b) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s
Commitment is set forth on Schedule 2.01, or in the Assignment and
Assumption pursuant to which such Lender shall have assumed its Commitment, as
applicable.  The initial aggregate amount
of the Lenders’ Commitments is $100,000,000;













(b)           Schedule 2.01 to the Credit
Agreement is hereby deleted in its entirety and replaced with Exhibit A
attached hereto.


Section 2.  New Lenders.  Morgan Stanley Bank, Bear Stearns Corporate
Lending, Inc., Deutsche Bank Trust Company Americas, and Wells Fargo Bank,
National Association each hereby irrevocably and unconditionally agrees,
effective as of the Effective Date, to be bound by, and to perform all of the
obligations required to be performed by it as a Lender under the terms and
provisions of the Credit Agreement, and agree that it shall, from and after the
Effective Date, be (and be deemed to be) a Lender under the Credit Agreement in
all respects and for all purposes as set forth therein, with a Commitment
identified on Exhibit A attached hereto.


Section
3.  Conditions to the Effectiveness of
this Agreement.  The effectiveness of
this Agreement is subject to the conditions precedent that the Administrative
Agent shall have received the following items (such date of receipt of all such
items, the “Effective Date”):


(a)           This Agreement, executed by the
parties hereto;


(b)           Payment of all of the Administrative
Agent’s reasonable out-of-pocket costs and expenses incurred in connection with
this Agreement.


Section 4.  Borrower’s
Representations.  The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders, as
follows:


(a)  Each of the representations and warranties of
the Borrower set forth in the Credit Agreement, as amended by this Agreement,
is true and correct on and as of the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date);


(b)  As of the date hereof and immediately after
giving effect to this Agreement and the actions contemplated thereby, no
Default has occurred and is continuing;


(c)  The execution of this Agreement is within the
Borrower’s corporate powers and has been duly authorized by all necessary
corporate and, if required, stockholder action. 
This Agreement has been duly executed and delivered by the Borrower and
constitutes a legal, valid and binding obligation of the Borrower, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law; and


(d)  The execution of this Agreement (a) does not
require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except such as have been obtained or
made and are in full force and effect, (b) will not violate any applicable law
or regulation or the charter, by-laws or other organizational documents of the
Borrower or any of its Subsidiaries or any order of any Governmental Authority,
(c) will not violate or result in a default under any indenture, agreement or
other instrument binding upon the Borrower or 



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any of its Subsidiaries or its assets, or give rise to
a right thereunder to require any payment to be made by the Borrower or any of
its Subsidiaries, and (d) will not result in the creation or imposition of any
Lien on any asset of the Borrower or any of its Subsidiaries.


Section 5.  Ratification.  Except as modified herein, the Credit
Agreement is hereby ratified and confirmed on behalf of the parties hereto and
thereto.


Section 6.  Miscellaneous.


(a)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


(b)  Amendments, Etc.  The terms of this Agreement may be waived,
modified and amended only by an instrument in writing duly executed by the
Borrower and the Administrative Agent (with any required consent of the Lenders
pursuant to the Credit Agreement).  Any
such waiver, modification or amendment shall be binding upon the Borrower, the
Administrative Agent and each Lender.


(c)  Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the Borrower,
the Administrative Agent and each Lender.


(d)  Captions.  The captions and section headings appearing
herein are included solely for convenience of reference and are not intended to
affect the interpretation of any provision of this Agreement.


(e)  Counterparts.  This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.  Delivery of an
executed signature page of this Agreement by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.


(f)  Severability.  If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by
law, (i) the other provisions hereof shall remain in full force and effect
in such jurisdiction and shall be liberally construed in favor of the
Administrative Agent and the Lenders in order to carry out the intentions of
the parties hereto as nearly as may be possible and (ii) the invalidity or
unenforceability of any provision hereof in any jurisdiction shall not affect
the validity or enforceability of such provision in any other jurisdiction.


[Signature pages
follow]



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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.


	
  

  	
  BORROWER

  
	
   

  	
   

  
	
   

  	
  CAPITAL TRUST, INC., a
  Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/   Geoffrey G. Jervis

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey G. Jervis

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  












 


	
  

  	
  ADMINISTRATIVE AGENT:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WESTLB AG, NEW YORK BRANCH,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Dee Dee Sklar

  	
   

  
	
   

  	
   

  	
  Name: Dee Dee Sklar

  	
   

  
	
   

  	
   

  	
  Title: Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Stephen M. Toth

  	
   

  
	
   

  	
   

  	
  Name: Stephen M. Toth

  	
   

  
	
   

  	
   

  	
  Title: Director

  	
   

  



 
















	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  WESTLB AG, NEW YORK BRANCH,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dee Dee Sklar

  	
   

  
	
   

  	
   

  	
  Name: Dee Dee Sklar

  	
   

  
	
   

  	
   

  	
  Title: Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Stephen M. Toth

  	
   

  
	
   

  	
   

  	
  Name: Stephen M. Toth

  	
   

  
	
   

  	
   

  	
  Title: Director

  	
   

  
						



 













 


	
  

  	
  FORTIS CAPITAL CORP.

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Alan Krouk

  	
   

  
	
   

  	
   

  	
  Name: Alan Krouk

  	
   

  
	
   

  	
   

  	
  Title: 
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Chung

  	
   

  
	
   

  	
   

  	
  Name: Barry Chung

  	
   

  
	
   

  	
   

  	
  Title:  Senior
  Vice President

  	
   

  
							



 

















	
  

  	
  MORGAN STANLEY BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Daniel Twengo

  	
   

  
	
   

  	
   

  	
  Name: Daniel Twengo

  	
   

  
	
   

  	
   

  	
  Title: Authorized Signatory

  	
   

  
							












 


	
  

  	
  BEAR STEARNS CORPORATE LENDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Victor Bulzacchelli

  	
   

  
	
   

  	
   

  	
  Name: Victor Bulzacchelli

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
							



 











 


	
  

  	
  DEUTSCHE BANK TRUST COMPANY 

  
	
   

  	
  AMERICAS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ James Rolison

  	
   

  
	
   

  	
   

  	
  Name: James Rolison

  	
   

  
	
   

  	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Linda Wong

  	
   

  
	
   

  	
   

  	
  Name: Linda Wong

  	
   

  
	
   

  	
   

  	
  Title: Director

  	
   

  
									



 











 


	
  

  	
  WELLS FARGO BANK, NATIONAL 

  
	
   

  	
  ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ David Grossman

  	
   

  
	
   

  	
   

  	
  Name: David Grossman

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
								



 











Exhibit A


SCHEDULE 2.01


Commitments


	
  LENDER

  	
   

  	
  COMMITMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WestLB AG, New
  York Branch

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Fortis Capital
  Corp.

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Morgan Stanley
  Bank

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  Bear Stearns
  Corporate Lending, Inc.

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  Deutsche Bank
  Trust Company Americas

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Wells Fargo
  Bank, National Association

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  100,000,000