Unassociated Document


     

    
      Exhibit
10.1

      EXECUTION
COPY

       

    

    AMENDMENT
NO. 2

    TO

    AMENDED
AND RESTATED MASTER REPURCHASE AGREEMENT

     

    THIS
AMENDMENT NO. 2, made as of June 30, 2008 (“Amendment No. 2”), by and between
BEAR, STEARNS INTERNATIONAL LIMITED (the “Buyer”) and CAPITAL TRUST, INC. and CT
BSI FUNDING CORP. (each, a “Seller” and
collectively the “Sellers”).

     

    R E C I T A L
S

     

    WHEREAS,
Buyer and Sellers have previously entered into an Amended and Restated Master
Repurchase Agreement, dated as of February 15, 2006, as amended by Amendment No.
1 thereto dated as of February 7, 2007 (collectively, the “Agreement”);
and

     

    WHEREAS,
Buyer and Sellers desire to further amend the Agreement as provided
herein;

     

    NOW,
THEREFORE, in consideration of the mutual promises and covenants hereinafter set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

     

    
      Section
1. Definitions.

       

      
        	
                 
      

              	
                (a)

              	
                Capitalized
      terms used herein and not otherwise defined shall have the meanings
      assigned in the Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      definition of EBITDA set forth in the Agreement is hereby deleted in its
      entirety and the following is substituted
  therefor:

              


      

       

      “EBITDA” shall mean
earnings before interest, tax, depreciation and amortization (but excluding
gains and losses from investments).

       

    

    Section
2. Termination.  Section
2(f) of the Agreement is hereby deleted in its entirety and the following is
substituted therefor:

     

    (f) Each
Transaction entered into between Buyer and Seller that is outstanding on the
date of Amendment No. 2 shall remain outstanding until the earliest to occur of
(i) the Repurchase Date specified in the related Confirmation, (ii) the Early
Repurchase Date and (iii) October 29, 2008.  Any Transaction may be
extended by mutual agreement of Buyer and the Sellers but no such party shall be
obligated to agree to such an extension.

     

    Section
3. All Transactions
Discretionary.  Notwithstanding any provisions of this
Amendment No. 2, the Agreement or the Custodial Agreement to the contrary, the
initiation of each Transaction is subject to the approval of Buyer in its sole
discretion.  Buyer may, in its sole discretion, reject any Eligible
Asset from inclusion in a Transaction hereunder for any reason.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
4. References to
Seller.  All references to Seller in the Agreement, as amended
hereby, are intended to mean the Sellers, jointly and severally, unless the
context clearly requires otherwise.

     

    Section
5. Expenses.  Sellers
shall pay on demand all actual, out-of-pocket and reasonable fees and expenses
(including, without limitation, the reasonable fees and expenses for legal
services) incurred by Buyer in connection with this Amendment No.
2.  The obligation of Sellers to pay such fees and expenses incurred
prior to, or in connection with, the termination of the Agreement, as amended by
this Amendment No. 2, shall survive such termination.

     

    Section
6. Governing
Law.  This Amendment No. 2 shall be governed and construed in
accordance with the laws of the State of New York without giving effect to the
conflict of laws principles thereof.

     

    Section
7. Interpretation; Final
Agreement.  The provisions of the Agreement shall be read so as
to give effect to the provisions of this Amendment No. 2.  The
Agreement as amended hereby, together with the Side Letter, contains a final and
complete integration of all prior expressions by the parties with respect to the
subject matter hereof and thereof and shall constitute the entire agreement
among the parties with respect to such subject matter, superseding all prior
oral or written understandings.

     

    Section
8. Captions.  The
captions and headings of this Amendment No. 2 are for convenience only and not
to be used to interpret, define or limit the provisions hereof.

     

    Section
9. Counterparts.  This
Amendment No. 2 may be executed in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

     

    Section
10. Ratification and
Confirmation.  As amended by this Amendment No. 2, the
Agreement is hereby in all respects ratified and confirmed, and the Agreement,
as amended by this Amendment No. 2, shall be read, taken and construed as one
and the same instrument.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, Buyer and Sellers have caused their names to be signed hereto
by their respective officers thereunto duly authorized, all as of the date first
above written.

     

    
    

     

    
      	 	

              BUYER:

            
	 	 
	 	

              BEAR,
      STEARNS INTERNATIONAL LIMITED

            
	 	 
	 	By: 	 	/s/ David S.
      Marren	 	 
	 	Name: 	 	

              David S.
      Marren

            	 	 
	 	Title:	 	

              Authorized
      Signatory

            	 	 


    

     

     

    
      
        	 	

                

                  SELLER:

                

              
	 	 
	 	

                CAPITAL
      TRUST, INC.

              
	 	(jointly and
      severally with the other Seller)
	 	 
	 	By: 	 	

                /s/ Geoffrey G.
      Jervis

              	 	 
	 	Name: 	 	

                Geoffrey G.
      Jervis

              	 	 
	 	Title:	 	

                

                  Chief Financial
      Officer

                

              	 	 


      

       

    

    
       

      
        
          	 	

                  

                    SELLER:

                  

                
	 	 
	 	

                  CT
      BSI FUNDING CORP.

                
	 	(jointly and
      severally with the other Seller)
	 	 
	 	By: 	 	

                  /s/ Geoffrey G.
      Jervis

                	 	 
	 	Name: 	 	

                  Geoffrey G.
      Jervis

                	 	 
	 	Title:	 	

                  

                    Chief Financial
      Officer

                  

                	 	 


        

      

    

     

    Signature
Page to Amendment No. 2 to Amended and Restated Master Repurchase Agreement
(BSIL/CT/CTBSI)

     

     

     

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