EXHIBIT 10.1


FOURTH AMENDMENT TO
MASTER REPURCHASE AGREEMENT


THIS FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT,
dated as of May 23, 2006  (this “Amendment”)
by and among Goldman Sachs Mortgage Company, as a buyer (“GSMC”),
Gramercy Warehouse Funding II LLC, as a seller (“Gramercy”) and GKK
Trading Warehouse II LLC, as a seller (“GKK” and together with Gramercy,
collectively, “Seller”), amends that certain Master Repurchase
Agreement, dated as of January 3, 2005, as amended by that certain First
Amendment to Master Repurchase Agreement dated as of June 30, 2005, that
Second Amendment to Master Repurchase Agreement, dated as of August 8,
2005 and that Third Amendment to Master Repurchase Agreement, dated as of March 31,
2006 (as amended, the “Repurchase Agreement”). Capitalized terms used
but not defined herein shall have the meanings set forth in the Repurchase
Agreement.


RECITAL


WHEREAS, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and GSMC have
agreed to amend the Repurchase Agreement as provided herein;


NOW, THEREFORE, IT
IS AGREED AS FOLLOWS:


1.             Facility
Amount Increase. The definition of “Facility Amount” shall be deleted in
its entirety and replaced with the following:


“ ‘Facility Amount’ shall mean, as of any date
of determination, $400,000,000 less the Securities Aggregate Repurchase Price
outstanding under the Securities Repurchase Agreement as of such date, provided
however, that unless the “Option to Extend” is exercised, from and after the
date that is six months after the date of this Amendment (the “Facility
Amount Increase Termination Date”), Facility Amount shall mean, as of any
date of determination, $200,000,000 less the Securities Aggregate Repurchase
Price outstanding under the Securities Repurchase Agreement as of such date.”


2.             Option
to Extend.  Provided that no Event of
Default shall occur and be continuing, Seller shall have the option (the “Option
to Extend”) to amend and restate the definition of Facility Amount Increase
Termination Date to be the date that is nine calendar months after the date of
this Agreement by providing Buyer written notice ten (10) days prior to
the expiration of the initial Facility Amount Increase Termination Date.


3.             Continuing
Effect. Except as expressly amended by this Amendment, the Repurchase
Agreement and the other Transaction Documents remain in full force and effect
in accordance with their respective terms, and are hereby in all respects
ratified and confirmed.


4.             References
to Repurchase Agreement. All references to the Repurchase Agreement in any
Transaction Document or in any other document executed or delivered in
connection therewith shall, from and after the execution and delivery of this
Amendment, be deemed a reference to the Repurchase Agreement as amended hereby,
unless the context expressly requires otherwise.









 



5.             Governing
Law. This Amendment shall be governed by and construed and interpreted in
accordance with the laws of the State of New York.


6.             Counterparts.
This Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original, but all of which shall
constitute one and the same instrument.


[Signatures appear on the
next page.]



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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered in their names as of the date first above written.


	
  

  	
  GOLDMAN SACHS MORTGAGE COMPANY, a
  New York limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Goldman Sachs Real Estate Funding Corp., its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


	
  

  	
  GRAMERCY WAREHOUSE FUNDING II LLC,
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GRAMERCY INVESTMENT TRUST, a Maryland real estate
  investment trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GKK Capital LP, a Delaware limited partnership, its
  sole member and manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  GRAMERCY CAPITAL CORP., a Maryland corporation, its
  general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


	
  

  	
  GKK TRADING WAREHOUSE II, LLC, a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GKK TRADING CORP., its sole member and manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GRAMERCY CAPITAL CORP., a Maryland corporation, its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 



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