Unassociated Document


  
     

    
      Exhibit 10.7

      Confidential Treatment Requested by
Capital Trust, Inc.

    

     

    AMENDMENT
NO. 3 TO MASTER REPURCHASE AGREEMENT

     

    AMENDMENT NO. 3 TO MASTER REPURCHASE
AGREEMENT, dated as of March 16, 2009 (this “Amendment”), by and
between CAPITAL TRUST, INC., a Maryland corporation (“Seller”) and
CITIGROUP GLOBAL MARKETS, INC., a Delaware corporation (“Securities Buyer”),
and CITIGROUP FINANCIAL PRODUCTS INC., a Delaware corporation (“Loan Buyer”; each of
Loan Buyer and Securities Buyer, a “Buyer” and
collectively, the “Buyers”). Capitalized
terms used but not otherwise defined herein shall have the meanings given to
them in the Existing Repurchase Agreement (as hereinafter defined).

    


    RECITALS

    


    WHEREAS, Seller and the Buyers are
parties to that certain Master Repurchase Agreement dated as of July 30, 2007,
which Master Repurchase Agreement was amended by that certain Amendment No. 1 to
Master Repurchase Agreement dated as of June 26, 2008, and
that  certain Amendment No. 2 to Master Repurchase Agreement dated as
of July 24, 2008 (as so amended, the “Existing Repurchase
Agreement,” and as amended hereby and as further amended, restated,
supplemented or otherwise modified from time to time, the “Repurchase
Agreement”);

    


    WHEREAS, Seller is party to that
certain Master Repurchase Agreement, dated as of July 29, 2005 (as amended,
restated, supplemented or otherwise modified and in effect from time to time,
the “Morgan Stanley
Repurchase Agreement”), by and among Seller, CT RE CDO 2004-1 SUB, LLC,
CT RE CDO 2005-1 SUB, LLC and CT XLC HOLDINGS, LLC, as sellers (collectively,
the “Morgan Stanley
Sellers”) and MORGAN STANLEY BANK, N.A., as buyer (“Morgan
Stanley”);

    


    WHEREAS, Seller is party to that
certain Master Repurchase Agreement, dated as of October 24, 2008 (as amended,
restated, supplemented or otherwise modified and in effect from time to time,
the “JPMorgan-A
Repurchase Agreement”), by and among CT BSI FUNDING CORP. (“CT BSI”) and Seller,
as sellers (in such capacity, collectively, the “JPM-A Sellers”) and
JPMORGAN CHASE BANK, N.A., as buyer (“JPMorgan”);

     

    WHEREAS,
Seller is party to that certain Master Repurchase Agreement, dated as of
November 21, 2008 (as amended, restated, supplemented or otherwise modified and
in effect from time to time, the “JPMorgan-B Repurchase
Agreement”; together with the JPMorgan-A Repurchase Agreement,
collectively, the “JPMorgan Repurchase
Agreements,” and together with the Repurchase Agreement, the Morgan
Stanley Repurchase Agreement, the “Senior Secured
Facilities”), by and among CT BSI and Seller, as sellers (in such
capacity, collectively, the “JPM-B Sellers”;
together with the JPM-A Sellers, collectively, the “JPM Sellers”; and
together with Seller and the Morgan Stanley Sellers, the “CT Parties”) and
JPMORGAN CHASE FUNDING INC., as buyer (“JPMorgan Funding”;
and together with JPMorgan, collectively, the “JPM Parties,” and
together with the Buyers and Morgan Stanley, the “Secured Plan
Participants”); and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
Seller and the Buyers wish to amend the Existing Repurchase Agreement as more
particularly set forth herein.

     

    NOW THEREFORE, in consideration of the
premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and the Buyers hereby agree
as follows:

    


    SECTION 1.  Amendments.

    


    (a)           The
following definitions are hereby added to Section 2 of the Existing Repurchase
Agreement in the appropriate alphabetical order:

     

    “Additional Senior Unsecured
Payment Amount” shall mean an amount, calculated on a quarterly basis,
equal to (x) the total amount of cash paid by Seller or its Affiliates to the
Senior Unsecured Facility during the immediately preceding calendar quarter
(including interest and amortization payments), less (y) the Baseline Senior
Unsecured Payment Amount.

     

     “Additional Restricted
Cash” shall mean, to the extent otherwise constituting Unrestricted Cash,
any cash or Cash Equivalent of Seller and its Subsidiaries (i) that is required
to be trapped pursuant to the other Senior Secured Facilities or the terms of
any other loan agreement, repurchase agreement, or other extension of credit,
(ii) that is received in anticipation of a disbursement by Seller or any of its
Subsidiaries to a Person other than Seller or any Subsidiary within one (1)
Business Day, (iii) that is provided as cash collateral to support letters of
credit and bank guarantees, customs and other import duties in the ordinary
course of business of Seller or any of its Subsidiaries or (iv) that, if
distributed or paid, would result in the insolvency of Seller.

     

    “Amendment No. 3”
shall mean that certain Amendment No. 3 to this Agreement, dated as of March 16,
2009, among Seller and the Buyers.

     

    “Amendment No.
3  Effective Date” shall mean the “Amendment Effective Date”,
as defined in Section 2 of Amendment No. 3.

     

    “Baseline Senior Unsecured
Payment Amount” shall mean an amount, calculated on a quarterly basis,
equal to the product of (x) $100,000,000, multiplied by (y) Senior
Unsecured Facility LIBOR, plus 175 basis points (1.75%).

     

    “Cash Equivalents”
shall mean (a) securities with maturities of 90 days or less from the date of
acquisition issued or fully guaranteed or insured by the United States
Government or any agency thereof, (b) certificates of deposit and eurodollar
time deposits with maturities of 90 days or less from the date of acquisition
and overnight bank deposits of Buyer or of any commercial bank having capital
and surplus in excess of $500,000,000, (c) repurchase obligations of Buyer or of
any commercial bank satisfying the requirements of clause (b) of this
definition, having a term of not more than seven days with respect to securities
issued or fully guaranteed or insured by the United States Government, (d)
securities with maturities of 90 days or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States, by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of which
state, commonwealth, territory, political subdivision, taxing authority or
foreign government (as the case may be) are rated at least “A” by S&P or “A”
by Moody’s, (e) securities with maturities of 90 days or less from the date of
acquisition backed by standby letters of credit issued by Buyer or any
commercial bank satisfying the requirements of clause (b) of this definition or
(f) shares of money market mutual or similar funds which invest exclusively in
assets satisfying the requirements of clauses (a) through (e) of this
definition.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Citigroup’s Proportionate
Share” shall mean, as of any date, a fraction the numerator of which is
the outstanding Repurchase Price of all Purchased Loans, and the denominator of
which is the Secured Plan Facilities Obligations.

     

     “Collateral Value”
shall mean, as of any date of determination, in respect of any Purchased Loan,
the Initial Value of such Purchased Loan, adjusted by taking into account credit
risk (including, without limitation, information relating to the sponsor or
tenant for such Purchased Loan or other information relating to the likelihood
of payment of such Purchased Loan; any alleged violation of Environmental Laws;
any bankruptcy filings, casualty loss, or condemnation affecting or impacting
the applicable Underlying Mortgaged Property; any bankruptcy filing or other act
of insolvency with respect to any co-participant or any other Person having an
interest in such Purchased Loan or any related Underlying Mortgaged Property
that is senior to, or pari
passu with, the rights of Loan Buyer in such Purchased Loan; any payment
of principal and/or interest are more than 60 days past due under any mortgage
note affecting the Underlying Mortgaged Property or Underlying Mortgaged
Properties or such Purchased Loan (without giving effect to any waiver by the
lender thereunder); any modification of the Underlying Mortgaged Property or to
the related loan documents (or any financing senior thereto); any market
comparables for the Underlying Mortgaged Property or Underlying Mortgaged
Properties) applicable to such Purchased Loan; but excluding market risk (e.g.,
interest rate risk) applicable to the Purchased Loan ; provided, however, that Loan
Buyer may take into account any performance assumptions with respect to such
Purchased Loan (including, without limitation: the sponsorship thereof;
projections as to default probabilities and estimated losses; changes in the
cash flow generated by the Underlying Mortgaged Property; the ultimate
collectibility of the Purchased Loan if held to maturity; for assets held or to
be held by the Custodian, the failure to deliver the Purchased Loan Documents to
the Custodian in accordance with the terms of this Agreement and the Custodial
Agreement; whether the Purchased Loan has been released from the possession
of the Custodian under the Custodial Agreement to Seller for a period in excess
of twenty (20) calendar days without the consent of Loan Buyer; and a breach of
any of the representations and warranties regarding the Purchased Loan contained
in Section 10(b)(vi)), in each case in its sole discretion exercised in good
faith; and provided further, that the
Collateral Value, without giving effect to such increase, shall in no event
exceed one hundred percent (100%) of the outstanding principal balance of the
related Purchased Loan.

     

    
      
        
        

      

      
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     “CT Cash Account”
shall mean one or more deposit accounts established by Seller with Merrill
Lynch, Pierce, Fenner & Smith Incorporated or Bank of America,
N.A.

     

    “Defaulted Purchased
Loan” shall mean a Purchased Loan with respect to which (a) a monetary
default has occurred or (b) an acceleration or foreclosure (including, in the
case of Mezzanine Loans or B-Notes, a foreclosure of the Underlying Mortgaged
Property) has been declared or commenced, and, in either case, such Purchased
Loan has not been returned to performing status within 90 days; provided that
Defaulted Purchased Loans shall not include any Purchased Loan with a Collateral
Value or Repurchase Price of zero.

     

    “Depository Agreement”
shall mean that certain Depository Agreement, dated as of July 30, 2007, by and
between the Buyers, Seller, Depository Bank and Midland Loan Services,
Inc.

     

     “Early Repurchase”
shall have the meaning specified in Section 3(d) of this Agreement.

     

    “Excess Cash” shall
mean an amount, if any, by which Unrestricted Cash exceeds the sum of (a)
$25,000,000 and (b) the aggregate amount of Seller’s Unfunded
Commitments.

     

    “Future Advances”
shall mean Seller’s commitment to make future advances on assets under other
Senior Secured Facilities, as detailed in Exhibit IX.

     

    “Initial LTCV” shall
mean the LTCV, calculated as of the Amendment No. 3 Effective Date.

     

    “Initial Mark” shall
mean, with respect to each Purchased Loan, a percentage as specified therefor on
Exhibit IX hereto.

     

    “Initial Value” shall
mean, with respect to each Purchased Loan, a value equal to the product of (i)
the “Face Amount” for such Purchased Loan as specified therefor on Exhibit G
hereto and (ii) the Initial Mark for such Purchased Loan.

     

    “Interest Allocation
Percentage” shall mean, initially, 65%, or, if the Repurchase Date is
extended pursuant to Section 3(e) and beginning on the first day after the
original Repurchase Date, such other percentage as agreed to in good faith among
Seller and the Secured Plan Participants, in each case, in their commercially
reasonable discretion.

     

    
      
        
        

      

      
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    “Interest Income”
shall mean, with respect to any Purchased Loan, at any time, all interest,
dividends or other distributions thereon.

     

    “JPMorgan Account”
shall mean the Seller’s account held with JP Morgan Chase Bank,
N.A.

     

     “JPMorgan Repurchase
Agreements” shall have the meaning specified therefor in Amendment No.
3.

     

    “Lehman Facility”
shall mean that certain Amended and Restated Loan and Security Agreement, dated
as of September 10, 2008, between Seller, as borrower, and Lehman Commercial
Paper Inc. as lender.

     

    “Liquidity” shall
mean, on any date of determination, the sum of (A) the consolidated amount of
Unrestricted Cash of Seller and its Subsidiaries on such date, and (B) the
incremental amount of borrowings Seller and its Subsidiaries are, as of such
date, permitted to borrow pursuant to the terms of existing committed
Indebtedness of Seller or its Subsidiaries in effect on such date, as to which
all conditions precedent have been satisfied and which borrowings do not require
the discretionary consent of the applicable lender, counterparty, credit
provider or any other Person.

     

     “LTCV” shall mean, as
of any date of determination, the ratio (expressed as a percentage) of the
aggregate Repurchase Price of all Purchased Loans to the aggregate Collateral
Value of all Purchased Loans.

     

    “Maximum Outstanding
Amount” shall mean, for all Transactions, an amount equal to
$50,893,935.84.

     

    “Minimum Release
Price” shall mean, for any Purchased Loan, an amount equal to the greater
of (a) the lesser of (i) the Initial Value of such Purchased Loan, (ii) the
Collateral Value for such Purchased Loan as of the date that Seller notifies
Loan Buyer of its intent to effect an Early Repurchase of such Purchased Loan,
and (iii) 110% of the Repurchase Price of such Purchased Loan and (b) the Repurchase Price
of such Purchased Loan.

     

    “Morgan Stanley Repurchase
Agreement” shall have the meaning specified in Amendment No.
3.

     

    “Net Proceeds” shall
mean, with respect to any Early Repurchase, the aggregate amount of cash
received by or on behalf of such Person for its own account in connection with
any such transaction, after deducting therefrom only:

     

    (a)           reasonable
and customary brokerage commissions, underwriting fees and discounts, legal
fees, finder’s fees and other similar fees, costs and commissions that, in each
case, are actually paid at the time of receipt of such cash to a Person that is
not a Subsidiary or Affiliate of the Seller;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b)           the
amount of taxes payable in connection with or as a result of such transaction
that, in each case, are actually paid at the time of receipt of such cash to the
applicable taxation authority or other Governmental Authority or, so long as
such Person is not otherwise indemnified therefor, are reserved for in
accordance with GAAP, as in effect at the time of receipt of such cash, based
upon such Person’s reasonable estimate of such taxes, and paid to the applicable
taxation authority or other Governmental Authority within 90 days after the date
of receipt of such cash; and

     

    (c)           the
outstanding principal amount of, the premium or penalty, if any, on, and any
accrued and unpaid interest on, any Indebtedness (other than Indebtedness under
or in respect of the Transaction Documents) that is secured by a lien on the
property and assets subject to such Early Repurchase and is required to be
repaid under the terms of such Indebtedness as a result of such Early
Repurchase, in each case, to the extent that the amounts so deducted are
actually paid at the time of receipt of such cash to a Person that is not an
Affiliate of Seller;

     

    provided that, any
and all amounts so deducted by any such Person pursuant to clauses (a) through
(c) of this definition shall be properly attributable to such Early Repurchase
or to the property or asset that is the subject thereof; provided, further, that if, at
the time any of the taxes referred to in clause (b) are actually paid or
otherwise satisfied, and the reserve therefor exceeds the amount paid or
otherwise satisfied, then the amount of such excess reserve shall constitute
“Net Proceeds” on and as of the date of such payment or other satisfaction for
all purposes of this Agreement.

     

    “Secured Plan Facilities
Obligations” shall mean the sum of (a) the aggregate Repurchase Price of
all Purchased Loans, and (b) and the aggregate amount of all obligations owed by
Seller or any Subsidiary of Seller under the JPMorgan Repurchase Agreements and
the Morgan Stanley Repurchase Agreement.

     

    “Secured Plan
Participants” shall have the meaning specified therefor in the recitals
to Amendment No. 3.

     

    “Senior Secured
Facilities” shall have the meaning specified therefor in the recitals to
Amendment No. 3.

     

    “Senior Unsecured
Facility” shall mean that certain Credit Agreement, dated as of March 22,
2007, by and among Seller as borrower, WestLB AG, New York Branch, as
administrative agent, and the lenders party thereto, as the same may be amended,
restated, supplemented or otherwise modified and in effect from time to
time.

     

    
      
        
        

      

      
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    “Senior Unsecured Facility
LIBOR” shall mean, for any period, the measure of LIBOR used to calculate
the interest payments made under the Senior Unsecured Facility during such
period.

     

    “Unfunded Commitments”
shall mean, as of any date, an amount equal to the sum of Seller’s unfunded
commitments to make Future Advances and meet future capital calls for CT
Opportunity Partners I, LP, as of such date.

     

    “Unrestricted Cash”
shall mean (a) cash and Cash Equivalents that would not appear in the
consolidated financial statements of Seller, prepared in accordance with GAAP,
as a line item on the balance sheet as “restricted cash” or similar caption
minus (b) any
Additional Restricted Cash.

     

    “Unsecured Lenders”
shall mean the lenders party to the Senior Unsecured Facility.

     

    “Valuation Test Date”
shall have the meaning specified in Section 4.

     

    “Valuation Test
Failure” shall have the meaning specified in Section 4.

     

    “Valuation Test
Period” shall have the meaning specified in Section 4.

     

    “Warrant” shall mean
that certain Warrant, dated as of March 16, 2009, made by Seller in favor of
Loan Buyer.

    


    (b)           The
definition of “Buyer’s Margin Amount” contained in Section 2 of the Existing
Repurchase Agreement is hereby deleted in its entirety.

    


    (c)           The
definition of “Buyer’s Margin Percentage” contained in Section 2 of the Existing
Repurchase Agreement is hereby deleted in its entirety.

    


    (d)           The
definition of “EBITDA” contained in Section 2 of the Existing Repurchase
Agreement is hereby deleted in its entirety.

    


    (e)           The
definition of “Fixed Charge Ratio” contained in Section 2 of the Existing
Repurchase Agreement is hereby deleted in its entirety.

    


    (f)           The
definition of “Margin Deficit” contained in Section 2 of the Existing Repurchase
Agreement is hereby deleted in its entirety.

    


    (g)           The
definition of “Margin Excess” contained in Section 2 of the Existing Repurchase
Agreement is hereby deleted in its entirety.

    


    (h)           The
definition of “Margin Notice Deadline” contained in Section 2 of the Existing
Repurchase Agreement is hereby deleted in its entirety.

     

    
      
        
        

      

      
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    (i)           The
definition of “Market Value” contained in Section 2 of the Existing Repurchase
Agreement is hereby deleted in its entirety.

    


    (j)           The
definition of “Net Income” contained in Section 2 of the Existing Repurchase
Agreement is hereby deleted in its entirety.

    


    (k)           The
definition of “Net Worth” contained in Section 2 of the Existing Repurchase
Agreement is hereby deleted in its entirety.

    


    (l)           The
definition of “Recourse Debt to Equity Ratio” contained in Section 2 of the
Existing Repurchase Agreement is hereby deleted in its entirety.

    


    (m)           The
definition of “Repurchase Date” contained in Section 2 of the Existing
Repurchase Agreement is hereby deleted in its entirety and replaced with the
following:

     

    “Repurchase Date”
shall mean March 16, 2010 or such earlier date on which this Agreement shall
terminate in accordance with the provisions thereof or hereof or by operation of
law; provided,
however, that
if the applicable conditions set forth in such Section 3(e) of this Agreement
shall have been satisfied, the Termination Date shall be extended to the
applicable date set forth in Section 3(e) of this Agreement.

     

    
      (n)           The
definition of “Subsidiary” contained in Section 2 of the Existing Repurchase
Agreement is hereby modified by inserting the following as the last sentence
thereof:

      


      Notwithstanding
the foregoing, Subsidiary shall not include investment funds managed by Seller
or subsidiaries of same or investment funds of which Seller controls the general
partner or managing member thereof or subsidiaries of same (except for those
investment funds or subsidiaries of same of which Seller directly or indirectly
owns at least a majority of the securities or other ownership interests
therein).

    

     

    (o)           The
definition of “Tangible Net Worth” contained in Section 2 of the Existing
Repurchase Agreement is hereby deleted in its entirety.

    


    (p)           The
definition of “Target Price” contained in Section 2 of the Existing Repurchase
Agreement is hereby deleted in its entirety.

    


    (q)           The
definition of “Total Debt to Equity Ratio” contained in Section 2 of the
Existing Repurchase Agreement is hereby deleted in its entirety.

    


    (r)           The
definition of “Total Indebtedness” contained in Section 2 of the Existing
Repurchase Agreement is hereby deleted in its entirety.

    


    (s)           The
definition of “Total Recourse Indebtedness” contained in Section 2 of the
Existing Repurchase Agreement is hereby deleted in its entirety.

    


    (t)           Section
3(d) of the Existing Repurchase Agreement is hereby deleted in its entirety and
replaced with the following:

    


    (d)           No
Transaction shall be terminable on demand by Loan Buyer (other than upon the
occurrence and during the continuance of an Event of Default by
Seller).  Seller shall be entitled to terminate a Transaction on
demand, in whole or in part, and repurchase any or all of the Purchased Loans
subject to a Transaction on any Business Day prior to the Repurchase Date (such
repurchase, an “Early
Repurchase,” and the date of such Early Repurchase, an “Early Repurchase
Date”); provided, however,
that:

     

    
      
        
        

      

      
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              (i)

            	
              Seller
      notifies Loan Buyer in writing of its intent to terminate such Transaction
      and repurchase such Purchased Loan no later than two (2) Business Days (or
      such shorter period of time as Loan Buyer may consent to, such consent not
      to be unreasonably withheld, delayed or conditioned) prior to such Early
      Repurchase Date,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Such
      Purchased Loan or Purchased Loans are simultaneously sold to a bona fide third-party
      purchaser, or with Loan Buyer’s approval (which may be withheld in Loan
      Buyer’s sole discretion) to an Affiliate of
  Seller,

            


    

     

    
      	
               
      

            	
              (iii)

            	
              All
      of the Net Proceeds of such sale are deposited directly into the Loan Cash
      Management Account and applied in accordance with Section 5(d)
      hereof,  and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              on
      such Early Repurchase Date Seller pays to Loan Buyer (inclusive of Net
      Proceeds deposited in the Loan Cash Management Account pursuant to clause
      (iii) above) an amount equal to the Minimum Release Price for such
      Purchased Loan or Purchased Loans.

            


    

    


    (u)           Section
3(e) of the Existing Repurchase Agreement is hereby deleted in its entirety and
replaced with the following:

     

    (e)           Seller
hereby promises to pay in full on the Repurchase Date, in accordance with the
provisions of the definition of Repurchase Date, the aggregate Repurchase Price
with respect to all Purchased Loans then held by Loan Buyer.

     

    (i)           Notwithstanding
the foregoing, Seller may, in its sole discretion by notice to Loan Buyer
between 90 and 20 days prior to the originally scheduled Repurchase Date, extend
the Repurchase Date with respect to all of the Transactions until the first
(1st)
anniversary of the originally scheduled Termination Date (all of the other terms
and conditions of such Transactions remaining the same) provided that the
following conditions precedent are satisfied as of the date of the effectiveness
of such extension: (1) the aggregate Repurchase Price of all Purchased Loans as
of the date of such extension is less than or equal to the Maximum Outstanding
Amount, (2) no Defaults or Events of Default have occurred and are continuing,
or would be caused by such extension under this Agreement and (3) Seller and the
Secured Plan Participants have agreed to a new Interest Allocation Percentage;
provided further, that, if
conditions (1) through (3) are met and if any extension request is made during a
Valuation Test Period, such extension shall be provisionally granted until the
end of such Valuation Test Period, and such extension shall be granted only if
no Valuation Test Failure exists as of the end of such Valuation Test
Period.

     

    
      
        
        

      

      
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    (ii)           Notwithstanding
the foregoing, if the initial Repurchase Date shall have been extended pursuant
to Section 3(e)(i), Seller may request, between 90 and 20 days prior to the
extended Repurchase Date, and subject to the written approval of Loan Buyer in
its sole and absolute discretion given no later than ten (10) days prior to the
extended Repurchase Date (any failure by Loan Buyer to deliver such notice of
its approval to an extension to Seller shall be deemed a denial of Seller’s
request to extend the Repurchase Date) provided that in any
event, the following conditions precedent are satisfied as of the date of the
effectiveness of such second extension: (1) no Defaults or Events of Default
have occurred and are continuing, or would be caused by such extension under
this Agreement and (2) Seller and the Secured Plan Participants have agreed to a
new Interest Allocation Percentage; provided further, that if
conditions (1) and (2) or any other conditions then required by Loan Buyer in
its sole discretion (including, without limitation, requirements of additional
payments, prepayments, revaluations of Collateral Value for any Purchased Loan
or delivery of additional documents) are met and if any extension request is
made during a Valuation Test Period, such extension may be provisionally granted
by Loan Buyer, in its sole and absolute discretion, until the end of such
Valuation Test Period, and such extension may be granted by Loan Buyer, in its
sole and absolute discretion, only if no Valuation Test Failure exists as of the
end of such Valuation Test Period.

    


    (v)           The
following is hereby added to the Existing Repurchase Agreement as Section
3(n):

    


    (n)           Seller
may request from time to time, subject to Loan Buyer’s approval in Loan Buyer’s
sole determination, to sell participation interests in its interests in any
Purchased Loan in connection with an Early Repurchase of such Purchased Asset in
accordance with Section 3(d) hereof, the sale of which participation interests
shall be arm’s length transactions and subject to such terms and conditions as
Loan Buyer in its sole discretion shall require; provided that Loan
Buyer (a) retains an interest in the tranche or participation that is not sold
or refinanced pursuant to such Early Repurchase, subject to the terms of this
Agreement or (b) shall maintain a security interest in such tranche or
participation that is not sold or refinanced pursuant to such Early
Repurchase.

    


    (w)           Section
4 of the Existing Repurchase Agreement is hereby deleted in its entirety and
replaced with the following:

     

    4.           MARGIN
MAINTENANCE

     

    Beginning
with September 1, 2009, and on the first Business Day of each calendar month
thereafter (each such date, a “Valuation Test
Date”), Loan Buyer will determine the Collateral Value of each Purchased
Loan.  If on any Valuation Test Date, the LTCV exceeds 1.15 times the
Initial LTCV (a “Valuation Test
Failure”), Seller shall, within five (5) Business Days following such
Valuation Test Date, make a prepayment in reduction of the Repurchase Price,
such that after giving effect to such prepayment, the LTCV, as re-determined by
Loan Buyer, shall not exceed 1.15 times the Initial LTCV.  All
prepayments in reduction of Repurchase Price shall be applied by Loan Buyer in
its sole discretion.  If Seller is not able to cure a Valuation Test
Failure within five (5) Business Days after the applicable Valuation Test Date,
then Seller shall cooperate with Loan Buyer to select one or more Purchased
Loans to liquidate and will use its commercially reasonable efforts, taking into
account the rights and interests of Loan Buyer, to expeditiously commence the
liquidation process for same.  If the Valuation Test Failure is not
cured within 60 days from the initial failure, an Event of Default will occur;
provided that
if Seller provides Loan Buyer with a copy of an executed asset sale or
refinancing agreement, acceptable to Loan Buyer in its sole discretion, prior to
the end of such 60-day period in respect of the selected Purchased Loans, Loan
Buyer may, at its option, grant a one-time 15-day extension to cure such
Valuation Test Failure (such 60-day period and any 15-day extension, a “Valuation Test
Period”).  Notwithstanding the above, in the event that a
Purchased Loan becomes a Defaulted Purchased Loan, a Valuation Test will be
performed at that time, and the provisions of this Section 4 shall
apply.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (x)           Section
5(c) of the Existing Repurchase Agreement is hereby deleted in its entirety and
replaced with the following:

     

    (c)           So
long as no Event of Default (other than with respect to a Buyer) shall have
occurred and be continuing, all Interest Income received by the Depository in
respect of the Purchased Loans during each Collection Period shall be applied by
the Depository on the related Remittance Date in the following order of
priority:

     

    (i)           first, to remit to Loan Buyer
an amount equal to the Price Differential which has accreted and is outstanding
in respect of all of the Purchased Loans,

     

    (ii)           second, to make a payment to
Loan Buyer on account of any other amounts (other than Repurchase Price) due and
payable to Loan Buyer under the Agreement and the other Transaction
Documents,

     

    (iii)           third, to make a payment to
Loan Buyer on account of the Repurchase Price of all Purchased Loans, each such
payment to be allocated in Loan Buyer’s sole discretion among those Purchased
Loans with respect to which the Repurchase Price has not been reduced to zero,
an amount equal to the product of the Interest Allocation Percentage multiplied
by the difference between (x) the total Interest Income received by Seller
during such month on account of the Purchased Loans and (y) the Price
Differential otherwise actually paid by Seller to Loan Buyer during such month,
and

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (iv)           fourth, to remit to Seller
the remainder.

    


    (y)           Section
5(d) of the Existing Repurchase Agreement is hereby deleted in its entirety and
replaced with the following:

     

    (d)           So
long as no Event of Default (other than with respect to a Buyer) shall have
occurred and be continuing, all Income received by the Depository in respect of
the Purchased Loans, other than Interest Income, during each Collection Period
shall be applied by the Depository within one (1) Business Day following receipt
thereof in the following order of priority:

     

    (i)           first, to remit to Loan Buyer
an amount equal to the Price Differential which has accreted and is outstanding
in respect of all of the Purchased Loans,

     

    (ii)           second, to make a payment to
Loan Buyer on account of any other amounts (other than Repurchase Price) due and
payable to Loan Buyer under the Agreement and the other Transaction
Documents,

     

    (iii)           third, to make a payment to
Loan Buyer on account of the Repurchase Price of the Purchased Loan in respect
of which such Income is received until the Repurchase Price for such Purchased
Loan has been reduced to zero;

     

    (iv)           fourth, to make a payment to
Loan Buyer on account of the Repurchase Price of all Purchased Loans until the
Repurchase Price for all Purchased Loans has been reduced to zero, each such
payment to be allocated in Loan Buyer’s sole discretion among those Purchased
Loans with respect to which the Repurchase Price has not been reduced to zero;
and

     

    (v)           fifth, to remit to Seller the
remainder.

    


    (z)           Section
5(e) of the Existing Repurchase Agreement is hereby deleted in its entirety and
replaced with the following:

     

    (e)           If
an Event of Default (other than with respect to a Buyer) shall have occurred and
be continuing, all Income received by the Depository in respect of the Purchased
Loans shall be applied by the Depository within one (1) Business Days following
receipt thereof in the following order of priority:

     

    (i)           first, to remit to Loan Buyer
an amount equal to the Price Differential which has accreted and is outstanding
in respect of all of the Purchased Loans,

     

    (ii)           second, to make a payment to
Loan Buyer on account of any other amounts (other than Repurchase Price) due and
payable to Loan Buyer under the Agreement and the other Transaction
Documents,

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (iii)           third, to make a payment to
Loan Buyer on account of the Repurchase Price of all Purchased Loans until the
Repurchase Price for all Purchased Loans has been reduced to zero, each such
payment to be allocated in Loan Buyer’s sole discretion among those Purchased
Loans with respect to which the Repurchase Price has not been reduced to zero;
and

     

     (iv)           fourth, to remit to Seller
the remainder.

    


    (aa)           
The following is hereby added to the Existing Repurchase Agreement as Section
5(f):

     

     (f)           At
the end of each calendar quarter, Seller shall make a payment to Loan Buyer on
account of the Repurchase Price of all Purchased Loans until the Repurchase
Price for all Purchased Loans has been reduced to zero, each such payment to be
allocated in Loan Buyer’s sole discretion among those Purchased Loans with
respect to which the Repurchase Price has not been reduced to zero, in an amount
equal to (i) Excess Cash as of the last day of such calendar quarter, multiplied
by Loan Buyer’s pro rata share, based on the then outstanding Repurchase Price
of all Purchased Loans at such date, of the aggregate Secured Plan Facilities
Obligations as of such date.

    


    (bb)           The
following is hereby added to the Existing Repurchase Agreement as Section
5(g):

     

     (g)           On
the first Business Day of each calendar quarter, Seller shall make a payment to
Loan Buyer on account of the Repurchase Price of all Purchased Loans until the
Repurchase Price for all Purchased Loans has been reduced to zero, each such
payment to be allocated in Loan Buyer’s sole discretion among those Purchased
Loans with respect to which the Repurchase Price has not been reduced to zero,
in an amount equal to the lesser of (i) the then outstanding Repurchase Price of
all Purchased Loans, and (ii) the product of (x) the Additional Senior Unsecured
Payment Amount, multiplied
by (y) Citigroup’s Proportionate Share.

     

    
      (cc)             The
fifth through tenth lines of Section 7(a) of the Existing Repurchase Agreement
are hereby deleted in their entirety and replaced with following:

      


      
        	
                Bank:

              	 	
                Bank
      of America

              
	
                ABA:

              	 	
                026009593

              
	
                Account
      Name:

              	 	
                Capital
      Trust, Inc.

              
	
                Account
      #:

              	 	
                483024227101

              
	
                Attention:

              	 	
                Geoffrey
      G. Jervis – 212-655-0247

              


      

    

     

    (dd)           The
following are hereby added into the Existing Repurchase Agreement as Sections
12(q) through 12(dd):

     

    (q)           If
at any time there exists a Valuation Test Failure, Seller shall cure same in
accordance with Section 4 hereof.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (r)           Seller
shall not make any payment on account of, or set apart assets for, a sinking or
other analogous fund for the purchase, redemption, defeasance, retirement or
other acquisition of any equity or partnership interest of Seller, whether now
or hereafter outstanding, or make any other distribution in respect of any of
the foregoing or to any shareholder or equity owner of Seller, either directly
or indirectly, whether in cash or property or in obligations of Seller or any of
Subsidiary of Seller, except to the minimum extent required for Seller to
maintain its status as a real estate investment trust and, to the extent
permitted, such distribution shall be made in equity in lieu of cash; provided
that any Subsidiary of Seller may make distributions to Seller.

     

     (s)           Without
the prior written consent of Loan Buyer, Seller shall not, nor permit any
Subsidiary to, originate, acquire or invest in any new stock, bonds, notes,
debentures or other securities of or any assets constituting a business unit of,
or make any other investment in, any Person except to (a) make co-investments in
future funds of which Seller (or its Affiliates) is the sponsor or manager, and
(b) make protective investments to defend existing Purchased Assets or assets
subject to another Senior Secured Facility or that are pledged as collateral
security for the Senior Unsecured Facility.  With respect to
co-investments, (a) no investments will be permitted in the first six (6) months
following the Amendment No. 3 Effective Date, (b) the projected base management
fees generated by the proposed future fund over the first 36 months must equal
or exceed the co-investment commitment, and (c) the total amount of
co-investment capital for all such proposed future funds may not exceed
$10,000,000 without the prior written approval of Loan Buyer.  With
respect to protective investments made in respect of Purchased Loans or assets
subject to another Senior Secured Facility, the amount of each investment may
not exceed $5,000,000 per Purchased Loan, transaction or asset.  With
respect to protective investments made in respect of assets pledged as
collateral security for the Senior Unsecured Facility, the aggregate amount of
such investments may not exceed $1,000,000.

     

    (t)           Seller
shall not, nor permit any Subsidiary to, create, incur, assume or permit to
exist any Indebtedness other than the Indebtedness already incurred as of the
Amendment No. 3 Effective Date; provided, that
additional Indebtedness may be incurred by Seller or any of their Subsidiaries
so long as the following conditions are satisfied: (i) to the extent that the
Indebtedness is incurred in connection with an Early Repurchase, the Net
Proceeds of which are applied in accordance to Section 3(d), (ii) to the extent
that such new Indebtedness is unsecured (and subordinate to all obligations owed
by Seller under any Secured Plan Facility or the Senior Unsecured Facility) or
incurred through the pledge of unencumbered assets, 100% of the net proceeds of
such new Indebtedness are deposited in the CT Cash Account and (iii) to the
extent that such new Indebtedness is recourse Indebtedness, only to the extent
that it replaces existing recourse Indebtedness or is subordinate to all
obligations owed to Loan Buyer (and to the extent such Indebtedness is not
subject to clause (i) above, 100% of the net proceeds of such Indebtedness are
deposited in the CT Cash Account).

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (u)           For
all employees of Seller and its Subsidiaries, other than the CEO, COO & CFO,
total cash compensation (including base salary and bonus), in the aggregate
shall not exceed $5.8 million.  Subject to the limitation in the
preceding sentence, compensation for individual employees shall be determined by
Seller in its sole discretion.  For Seller’s CEO, COO & CFO, (i)
base salaries shall remain the same as in effect in 2008, and (ii) any cash
bonus will be approved based upon performance metrics designed to create
alignment with the interests of the Secured Plan Participants and the Unsecured
Lenders and must be approved by unanimous consent of a committee comprised of
(x) a representative selected by the Secured Plan Participants, (y) the
administrative agent of the Senior Unsecured Facility and (z) a
representative selected by the board of directors of Seller.

     

    (v)           John
Klopp and/or Stephen Plavin will continue their current employment with their
current respective responsibilities throughout the term of this Agreement; provided that if both
John Klopp and Stephen Plavin are no longer so employed, a replacement(s)
acceptable to Loan Buyer in its sole and absolute discretion shall be appointed
within 30 days after the departure of such person.

     

    (w)           Seller
shall maintain, at all times, a minimum Liquidity of $7,000,000 in 2009 and
$5,000,000 thereafter.

     

    (x)           Without
duplicating the reports provided under 12(k), Seller will provide Loan Buyer
with (a) certified quarterly financial statements and audited annual financial
statements prepared in accordance with GAAP, filed within SEC mandated time
frames, (b) within thirty (30) Business Days following the end of each calendar
month commencing with April 2009, unaudited monthly financial statements, (c)
within ten (10) Business Days following the end of each calendar month, reports
on asset level performance for each Purchased Loan, and (d) promptly, following
any reasonable request therefor, reports of such other information regarding
Seller’s operations, business affairs and financial condition, or compliance
with the terms of this Agreement.  Any reports provided above will
include, without limitation, details of Seller’s cash accounts at each quarter
end and a schedule of Seller’s Excess Cash, Unrestricted Cash and Unfunded
Commitments.  Seller agrees to provide Loan Buyer with an annual
budget no later than 60 days after the end of each fiscal year.

     

    (y)           Seller
will not (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (i), (iii)
apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for such Seller or for a
substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (z)           Seller
will not amend, modify or otherwise agree to any change in the applicable
documents for any Purchased Loan without the prior written consent of Loan
Buyer.

     

    (aa)         Seller
shall not agree to any amendment or modification to any Senior Secured Facility
nor the Senior Unsecured Facility without the prior written consent of Loan
Buyer.

     

    (bb)         Notwithstanding
anything contained in this Agreement to the contrary, Seller acknowledges that
Loan Buyer shall, until all of Seller’s obligations under the Transaction
Documents have been satisfied and this Agreement terminates pursuant to its
terms, maintain control over the Loan Cash Management Account subject to the
terms the Depository Agreement.  At Seller’s expense, Loan Buyer may
require that Seller establish a new Loan Cash Management Account at a depository
institution selected by Loan Buyer in its sole discretion and such new account
shall be the “Loan Cash Management Account” for all purposes
hereunder.

     

    (cc)         Seller
shall not agree to any amendment or modification to the Lehman Facility without
the prior written consent of Loan Buyer, such consent not to be unreasonably
withheld, conditioned or delayed.

     

    (dd)         All
deposit accounts (other than (i) the Cash Management Accounts and (ii) any other
deposit accounts specifically relating to the Purchased Loans or any asset or
collateral subject to any Senior Secured Facility or the Senior Unsecured
Facility) shall be established and maintained with financial institutions that
are not Secured Plan Participants nor Unsecured Lenders; provided that Seller
may maintain the JPMorgan Account so long as (w) no more than $1,000,000 may
remain in the JPMorgan Account at any time, (x) Seller may not transfer any
funds into the JPMorgan Account from any CT Cash Account, (y) any funds
deposited in the JPMorgan Account will be transferred to a CT Cash Account
within two (2) Business Days from receipt of such funds in the JPMorgan Account
and (z) all funds in the JPMorgan Account will be transferred to a CT Cash
Account and the JPMorgan Account will be closed on or before December 31,
2009.  For the avoidance of doubt, the Collections Accounts, and any
other deposit account relating to the Purchased Loans may be established and
maintained at any financial institution selected by Buyer in its sole
discretion.

    


    (ee)           Section
14(a)(xiii) of the Existing Repurchase Agreement is hereby deleted in its
entirety and replaced with the following:

     

    (xiii)         
Seller shall fail to comply with the requirements of Sections 12(q) through
12(dd);

    


    (ff)           Section
14(a)(xv) of the Existing Repurchase Agreement is hereby deleted in its entirety
and replaced with the following:

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (xv)           any
event or condition occurs that results in (i) any obligation or liability of
Seller under any note, indenture, loan agreement, guaranty, swap agreement or
any other contract to which it is a party, whether singly or in the aggregate,
in excess of $1,000,000 becoming due prior to its scheduled maturity or that
enables or permits (after the expiration of all grace or cure periods) the
beneficiaries of, the holder or holders of, or any other party to any such
indebtedness or contract, or any trustee or agent on its or their behalf, to
cause any such obligation or liability to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity and (ii) any monetary default under any note, indenture, loan
agreement, guaranty, swap agreement or any other contract, credit facility or
other obligation of Seller  if the aggregate amount of such credit
facility, contract or other obligation in respect of which such monetary default
shall have occurred is at least $1,000,000; provided that this
Event of Default shall not apply to secured indebtedness that becomes due as a
result of the sale or transfer of the property or assets securing such
indebtedness;

    


    (gg)           The
Existing Repurchase Agreement is hereby amended by inserting Exhibit A attached
hereto as a new Exhibit IX.

    


    SECTION 2.  Conditions
Precedent.  This Amendment shall become effective on the date
(the “Amendment
Effective Date”) on which (1) all the representations and warranties made
by Seller in this Amendment are true and correct and (2) Loan Buyer shall have
received:

    


    (a)           this
Amendment, executed and delivered by a duly authorized officer of each of Seller
and the Buyers;

    


    (b)           a
payment to Loan Buyer on account of the Repurchase Price of all Purchased Loans,
such payment to be allocated in Loan Buyer’s sole discretion among the Purchased
Loans, in an amount equal to $1,914,897.59;

    


    (c)           the
Warrant, executed and delivered by a duly authorized officer of
Seller;

    


    (d)           evidence,
satisfactory to Loan Buyer in its sole discretion, of the payment in full of all
obligations owed by Seller under, and the termination of, the credit facilities
identified on Schedule I hereto;

    


    (e)           a
copy of an amendment to the Senior Unsecured Facility, executed and delivered by
a duly authorized officer of the parties thereto, in form and substance
acceptable to Loan Buyer in its sole discretion;

    


    (f)           legal
opinions from counsel to Seller dated as of the date hereof addressed to Buyers
and its successors and assigns (i) as to the enforceability of the Repurchase
Agreement, as amended by this Amendment, and (ii) as to Seller’s authority to
execute, deliver and perform its obligations under the Repurchase Agreement as
amended hereby, in each case, in form and substance acceptable to Buyers in
their reasonable discretion; and

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (g)           for
the account of Loan Buyer, payment and reimbursement for all of Loan Buyer’s
corresponding costs and expenses incurred in connection with this Amendment, all
prior amendments and modifications to the Repurchase Agreement, any other
documents prepared in connection herewith and therewith and the transactions
contemplated hereby and thereby.

    


    SECTION 3.  Representations and
Warranties.  On and as of the date first above written, Seller
hereby represents and warrants to Loan Buyer that (a) it is in compliance with
all the terms and provisions set forth in the Repurchase Agreement on its part
to be observed or performed, (b) after giving effect to this Amendment, no
Default or Event of Default under the Repurchase Agreement has occurred and is
continuing, and (c) after giving effect to this Amendment, the representations
and warranties contained in Section 10 of the Repurchase Agreement are true and
correct in all material respects as though made on such date (except for any
such representation or warranty that by its terms refers to a specific date
other than the date first above written, in which case it shall be true and
correct in all material respects as of such other date).

     

    SECTION 4.  General
Release.  For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller, for: (i) itself, (ii) any
parent or Subsidiary thereof, and (iii) the respective partners, officers,
directors, shareholders, successors and assigns of all of the foregoing persons
and entities,

     

    (a)                      hereby
releases and forever discharges the Buyers and each of its subsidiaries,
affiliates, its past, present and future officers, directors, agents, employees,
partners, managers, shareholders, servants, attorneys and representatives, as
well as their, successors, assigns, their respective heirs, legal
representatives, legatees, predecessors-in-interest, successors and assigns, of
and from any and all actions, claims, demands, damages, debts, suits, contracts,
agreements, losses, liabilities, indebtedness, causes of action either at law or
in equity, obligations of whatever kind or nature, accounts, defenses, and
offsets against liabilities and obligations, whether known or unknown, direct or
indirect, new or existing, by reason of any matter, cause or thing whatsoever
occurring on or prior to the date hereof arising out of or relating to any
matter or thing whatever, including without limitation, such claims and defenses
as fraud, misrepresentation, breach of duty, mistake, duress, usury, claims
pertaining to so-called “lender liability,” and claims pertaining to creditor’s
rights, which such party ever had, now has, or might hereafter have against the
other, jointly or severally, for or by reason of any matter, act, omission,
cause or thing whatsoever occurring, on or prior to the date of this Amendment,
that is related to, in whole or in part, directly or indirectly, the
Transactions, the Repurchase Agreement, the Transaction Documents and this
Amendment; and

     

    (b)                      warrants,
represents and acknowledges that it has no defenses to the payment of, nor any
right to set off against, all or any of the obligations set forth in the
Transaction Documents, nor any counterclaims or other rights of action against
the Buyers of any kind whatsoever, including, without limitation, any right to
contest any of the following: the enforceability, applicability or validity of
any provisions of the Transaction Documents, Loan Buyer’s right to all proceeds
of the Purchased Loans, the existence, validity, enforceability, or perfection
of any security interest or mortgage in favor of Loan Buyer, the conduct of the
Buyers in administering the Transaction Documents and any legal fees and
expenses incurred by the Buyers under the Repurchase Agreement, the other
Transaction Documents or this Amendment.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    SECTION 5.  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 their respective terms;
provided, however, that upon
the Amendment Effective Date, all references in the Repurchase Agreement to the
“Transaction Documents” shall be deemed to include, in any event, this
Amendment.  Each reference to Repurchase Agreement in any of the
Transaction Documents shall be deemed to be a reference to the Repurchase
Agreement as amended hereby.

     

    SECTION 6.  Override
Provision.  Notwithstanding any provision in the Repurchase
Agreement to the contrary, which are hereby pro tanto superseded and
modified or replaced mutatis
mutandis to the extent of any inconsistency, the provisions in this
Amendment shall apply from and after the date hereof.

    


    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.  Delivery of an
executed counterpart of a signature page to this Amendment in Portable Document
Format (PDF) or by facsimile transmission shall be effective as delivery of a
manually executed original counterpart thereof.

    


    SECTION 8.  GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    [NO
FURTHER TEXT ON THIS PAGE]

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered as
of the day and year first above written.

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                         

                                      	 
	 	 	 
	 	
                                        CITIGROUP
      FINANCIAL PRODUCTS INC., a Delaware
    corporation

                                      	 
	 	 	 	 
	  	
                                        By:
      

                                      	/s/ Richard B.
      Schlenger	 
	 	 	Name: Richard
      B. Schlenger	 
	 	 	Title: Authorized
      Signatory	 
	 	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
          

        

        
        

        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                   

                                	 
	 	 	 
	 	
                                  CITIGROUP
      GLOBAL MARKETS INC., a Delaware
      corporation

                                	 
	 	 	 	 
	 	
                                  By:
      

                                	/s/ Richard B.
      Schlenger	 
	 	 	Name: Richard
      B. Schlenger	 
	 	 	Title: Authorized
      Signatory	 
	 	 	 	 


                        

                      

                    

                  

                  
                    	 	
                            
                              SELLER:

                            

                          	 
	 	 	 
	 	
                            CAPITAL
      TRUST, INC., a Maryland corporation

                          	 
	 	 	 	 
	  	
                            By:
      

                          	/s/ Geoffrey G.
      Jervis	 
	 	 	Name: Geoffrey
      G. Jervis	 
	 	 	Title: Chief
      Financial Officer	 
	 	 	 	 


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
I

    


    Closeout
Facilities

    


    1.           Amended
and Restated Master Repurchase Agreement, dated as of August 15, 2006, between
Capital Trust, as seller, and Goldman Sachs Mortgage Company (“Goldman”), as
buyer, as supplemented by that certain Amended and Restated Annex I to Amended
and Restated Master Repurchase Agreement, dated as of October 30,
2007.

    


    2.           Master
Repurchase Agreement, dated as of October 30, 2007, between Capital Trust, as
seller, and Goldman, as buyer, as supplemented by that certain Annex I to Master
Repurchase Agreement, dated as of October 30, 2007.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        Exhibit
A

      

       

      
        Exhibit
IX to Existing Repurchase Agreement

      

    

     

    
      Citigroup

       

      
        	
                Asset
      Name

              	 	
                Face
      Amount

              	 	
                Future
      Advances

              	 	
                Asset
      Type

              	 	
                Initial
      Advance Rate

              	 	
                Initial
      Mark

              	 	
                Initial
      Value

              	 	
                Purchase
      Price

              	 	
                Pricing
      Rate

              
	 	[	***]	 	 	14,100,000.00	 	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	20,000,000.00	 	 	 	 	 	
                Jr
      Mtg Part  

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	22,500,000.00	 	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	18,770,000.00	 	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	6,000,000.00	 	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	18,220,000.00	 	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Total/weighted
      average

              	 	[***]	 	 	 	 	 	 
      	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]


      

       

      
        	
                [***]  

              	
                Information
      has been omitted and filed separately with the Securities and Exchange
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

              


      

    

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    
      JPMorgan

       

      
        	
                Asset
      Name

              	 	
                Face
      Amount

              	 	
                Future
      Advances

              	 	
                Asset
      Type

              	 	
                Initial
      Advance Rate

              	 	
                Initial
      Mark

              	 	
                Initial
      Value

              	 	
                Purchase
      Price

              	 	
                Pricing
      Rate

              
	 	[	***]	 	 	25,100,000.00	 	 	 	 	
                Whole
      loan  

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	25,000,000.00	 	 	 	 	
                Jr
      Mtg Part

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	31,523,408.99	 	 	 	 	
                Whole
      loan

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	27,402,996.32	 	 	 	597,004.25	 	
                Whole
      loan

              	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	35,500,000.00	 	 	 	 	 	
                Jr
      Mtg Part

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	13,000,000.00	 	 	 	 	 	
                Jr
      Mtg Part

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	29,024,471.31	 	 	 	 	 	
                Whole
      loan

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	11,500,000.00	 	 	 	 	 	
                Whole
      loan

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	21,800,000.00	 	 	 	 	 	
                Whole
      loan

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]


      

      
        	 	[	***]	 	 	8,000,000.00	 	 	 	 	 	
                Mezzanine  

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	20,435,162.79	 	 	 	964,837.21	 	
                PPP
      1st

              	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]


      

      
        	 	[	***]	 	 	23,000,000.00	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	22,571,220.21	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	3,927,002.75	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	4,689,303.73	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	3,398,078.96	 	 	 	394,993.29	 	
                PPP
      1st

              	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	51,384,616.35	 	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]


         

        
          
            	
                    [***]  

                  	
                    Information
      has been omitted and filed separately with the Securities and Exchange
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

                  


          

        

         

        
          
            
            

          

          
            A-2

            
              

            

          

          
            
            

          

        

         

      

      
      

      
        	 	[	***]	 	 	16,125,000.00	 	 	 	 	 	      
                Mezzanine

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	30,000,000.00	 	 	 	 	 	      
                Jr
      Mtg Part  

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	54,823,957.29	 	 	 	 	 	      
                Mezzanine

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	13,448,358.83	 	 	 	 	 	      
                Jr
      Mtg Part

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	21,042,320.62	 	 	 	 	 	      
                Mezzanine

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	15,000,000.00	 	 	 	 	 	

                Mezzanine  

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	20,015,297.15	 	 	 	 	 	

                PPP
      1st

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	5,511,000.00	 	 	 	 	 	
                Bond  

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	6,978,000.00	 	 	 	 	 	
                Bond

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	12,042,000.00	 	 	 	 	 	
                Bond

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	1,116,976.76	 	 	 	 	 	
                Bond

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	6,189,147.00	 	 	 	 	 	
                Bond

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Total/weighted
      average

              	 	[***]	 	 	 	[***]	 	 
      	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                ISDA
      liability

              	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[	***]	 	 	 	 


      

       

      
        	
                [***]  

              	
                Information
      has been omitted and filed separately with the Securities and Exchange
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

              


      

    

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    
      Morgan
Stanley

       

      
        	
                Asset
      Name

              	 	
                Face
      Amount

              	 	
                Future
      Advances

              	 	
                Asset
      Type

              	 	
                Initial
      Advance Rate

              	 	
                Initial
      Mark

              	 	
                Initial
      Value

              	 	
                Purchase
      Price

              	 	
                Pricing
      Rate

              
	 	[	***]	 	 	16,204,000.00	 	 	 	 	
                Bond

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	12,963,000.00	 	 	 	 	
                Bond

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	6,755,000.00	 	 	 	 	
                Bond

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	10,133,000.00	 	 	 	 	
                Bond

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	36,432,000.00	 	 	 	 	
                Bond

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	32,556,639.00	 	 	 	 	
                Bond

              	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	89,057,579.00	 	 	 	1,942,420.40	 	
                Whole
      loan  

              	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	46,966,945.16	 	 	 	3,783,054.34	 	
                Whole
      loan

              	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	42,637,221.65	 	 	 	4,841,662.74	 	
                Jr
      Mtg Part

              	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	32,492,156.00	 	 	 	2,507,844.08	 	
                Whole
      loan

              	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	14,444,220.02	 	 	 	5,555,779.98	 	
                Jr
      Mtg Part

              	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	20,700,000.00	 	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	[	***]	 	 	50,000,000.00	 	 	 	 	 	
                Mezzanine

              	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]
	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Total/weighted
      average

              	 	[***]	 	 	 	[***]	 	 
      	 	 	 	 	 	 	[	***]	 	 	[	***]	 	 	[	***]	 	 	[	***]


      

       

      
        	
                [***]  

              	
                Information
      has been omitted and filed separately with the Securities and Exchange
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

              


      

    

     

    
      
        
        

      

      
        A-4