EX-10.5






Exhibit 10.5




EXECUTION VERSION




AMENDMENT NO. 4

TO MASTER REPURCHASE AGREEMENT




     Amendment No. 4, dated as of November 13, 2008 (this “Amendment”), among COLUMN
FINANCIAL, INC. (the “Buyer”), CARE QRS 2007 RE HOLDINGS CORP. (the “Seller”),
CARE MEZZ QRS 2007 RE HOLDINGS CORP. (the “Mezzanine Loan Subsidiary”) and CARE INVESTMENT
TRUST INC. (the “Guarantor”).



RECITALS




     The
Buyer, the Seller, the Mezzanine Loan Subsidiary and the Guarantor
are parties to that
certain Master Repurchase Agreement, dated as of October 1, 2007, as amended by Amendment No. 1,
dated as of December 17, 2007, Amendment No. 2, dated as of March 6, 2008 and Amendment No. 3,
dated as of June 26, 2008 (the “Existing Repurchase Agreement”; as amended by this
Amendment, the “Repurchase Agreement”). The Guarantor is party to that certain Guaranty
(the “Guaranty”) dated as of October 1, 2007. Capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the Existing Repurchase Agreement and the
Guaranty.



     The Buyer, the Seller, the Mezzanine Loan Subsidiary and the Guarantor have agreed, subject
to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended
to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a
condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the
Guarantor to ratify and affirm the Guaranty on the date hereof.



     Accordingly, the Buyer, the Seller, the Mezzanine Loan Subsidiary and the Guarantor hereby
agree, in consideration of the mutual promises and mutual obligations set forth herein, that the
Existing Repurchase Agreement is hereby amended, and the Guaranty is hereby ratified and affirmed,
as follows:



     Section 1. Definitions. Section 2 of the Existing Repurchase Agreement is hereby
amended by adding the following definition in its proper alphabetical order:



     “EBITDA” means, for any period and any Person, the earnings of such Person for such period as
determined in accordance with GAAP, before (a) the deduction of consolidated interest expenses,
taxes, depreciation and amortization, (b) the deduction of pro rata interest expenses, taxes,
depreciation and amortization from unconsolidated joint venture and/or partnership interests and
(c) losses associated with asset sales to the Manager.



     Section 2.
Covenants. Section  14(x)(3) of the Existing Repurchase Agreement is hereby
amended by deleting it in its entirety and replacing it with the following language:



     “(3) Guarantor shall not permit, EBITDA to be less than $1.00 for any Test Period.”



 









 





     Section 3. Exhibits. Exhibit C of the Existing Repurchase Agreement is hereby
amended by deleting it in its entirety and replacing it with Exhibit A attached hereto.



     Section 4. Conditions Precedent. This Amendment shall be effective as of September 30,
2008 (the “Amendment Effective Date”’), subject to the satisfaction of the following
condition precedents:



     (a) the Buyer shall have received this Amendment, executed and delivered by duly authorized
officers of the Buyer, the Seller, the Guarantor and the Mezzanine Loan Subsidiary.



     Section 5. Representations and Warranties. The Seller and the Mezzanine Loan
Subsidiary each hereby represents and warrants to the Buyer that it is in compliance with all the
terms and provisions set forth in the Repurchase Agreement on its part to be observed or
performed, and that no Event of Default has occurred or is continuing, and hereby confirms and
reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement.



     Section 6. Limited Effect. Except as expressly amended and modified by this
Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force
and effect in accordance with its terms. Other than as expressly set forth herein, the execution
of this Amendment by the Buyer shall not operate as a waiver of any of its rights, powers or
privileges under the Repurchase Agreement or any other Program Agreement, including without
limitation, any rights, powers or privileges relating to other existing or future breaches of, or
Defaults or Events of Default under, the Repurchase Agreement or any other Program Agreement
except as expressly set forth herein.



     Section 7. Counterparts. This Amendment may be executed by each of the parties hereto
on any number of separate counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument.



     SECTION
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW
PROVISIONS THEREOF.



     SECTION 9. Reaffirmation of Guaranty. Guarantor hereby ratifies and affirms all of
the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that
such Guaranty shall apply to all of the Obligations under the Repurchase Agreement, as it may be
amended, modified and in effect, from time to time.



[SIGNATURE PAGE FOLLOWS]




-2-









 





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



	 	 	 	 	 
	 	COLUMN FINANCIAL, INC., as Buyer

 	 
	 	By:  	/s/ Tracy Dennis
 	 
	 	 	Name:  	Tracy Dennis 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CARE QRS 2007 RE HOLDINGS CORP., as Seller

 	 
	 	By:  	/s/ Frank Plenskofski
 	 
	 	 	Name:  	Frank Plenskofski 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CARE MEZZ QRS 2007 RE HOLDINGS CORP., 
      as Mezzanine Loan
Subsidiary

 	 
	 	By:  	/s/ Frank Plenskofski
 	 
	 	 	Name:  	Frank Plenskofski 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CARE INVESTMENT TRUST, INC., as Guarantor

 	 
	 	By:  	/s/ Frank Plenskofski
 	 
	 	 	Name:  	Frank Plenskofski   	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 











 





EXHIBIT A TO AMENDMENT NO. 4




EXHIBIT C




OFFICER’S COMPLIANCE CERTIFICATE




     I,                                        , do hereby certify that I am the [duly elected, qualified and authorized]
[CFO/TREASURER/FINANCIAL OFFICER] of CARE QRS 2007 RE
HOLDINGS CORP. (“Seller”). This
Certificate is delivered to you in connection with Section 17(b) of the Master Repurchase
Agreement dated as of October 1, 2007, among Seller, Care Investment Trust Inc.
(“Guarantor”), CARE Mezz QRS 2007 RE Holdings Corp. (the “Mezzanine Loan
Subsidiary”) and Column Financial Inc. (as amended from time to time, the
“Agreement”), as the same may have been amended from time to time. I hereby certify that,
as of the date of the financial statements attached hereto and as of the date hereof, Seller is
and has been in compliance with all the terms of the Agreement and, without limiting the
generality of the foregoing, I certify that:




Adjusted Tangible Net Worth. Guarantor has maintained an Adjusted Tangible
Net Worth of at least equal to the Adjusted Tangible Net Worth Trigger Amount. A
detailed summary of the calculation of Guarantor’s actual Adjusted Tangible Net
Worth is provided in Schedule 1 hereto.




Indebtedness to Adjusted Tangible Net Worth Ratio. Guarantor’s ratio of
Indebtedness to Adjusted Tangible Net Worth has not exceeded 4:1. A calculation of
Guarantor’s actual Indebtedness to Adjust Tangible Net Worth is provided in Schedule
1 hereto.




EBITDA. Guarantor has not permitted, EBITDA to be less than $1.00 for any
Test Period.




Maintenance of Liquidity. Guarantor has maintained cash and Cash
Equivalents
in an amount not less than the Liquidity Trigger Amount. Guarantor’s total cash
and Cash Equivalents as of the date hereof is                    .




Insurance. Guarantor or its Affiliates, have maintained, directors and
officers
insurance in an aggregate amount of at least $5,000,000. The actual amount of
such coverage is $                    .




Financial Statements. The financial statements attached hereto are accurate
and complete, accurately reflect the financial condition of Guarantor, and do not
omit any material fact as of the date(s) thereof.




Documentation. Seller has performed the documentation procedures required
by its operational guidelines with respect to endorsements and assignments,
including the recordation of assignments, or has verified that such documentation
procedures have been performed by a prior holder of such Mortgage Loan.




Compliance. Seller has observed or performed in all material respects all
of its covenants and other agreements, and satisfied every condition, contained in
the Agreement and the other Program Agreements to be observed, performed and



 









 






satisfied by it. [If a covenant or other agreement or condition has not been complied with, Seller
shall describe such lack of compliance and provide the date of any related waiver thereof.]




Regulatory Action. Seller is not currently under investigation or, to best of Seller’s
knowledge, no investigation by any federal, state or local government agency is threatened. Seller
has not been the subject of any government investigation which has resulted in the voluntary or
involuntary suspension of a license, a cease and desist order, or such other action as could
adversely impact Seller’s business. [If so, Seller shall describe the situation in reasonable
detail and describe the action that Seller has taken or proposes to take in connection therewith.]




No Default. No Default or Event of Default has occurred or is continuing. [If any Default
or Event of Default has occurred and is continuing, Seller shall describe the same in reasonable
detail and describe the action Seller has taken or proposes to take with respect thereto, and if
such Default or Event of Default has been expressly waived by Buyer in writing, Seller shall
describe the Default or Event of Default and provide the date of the related waiver.]




 









 







IN WITNESS
WHEREOF, I have set my hand this ____ day of ___, ____.




	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Acknowledged and Agreed,




Care Investment Trust Inc., as Guarantor




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title: