**Exhibit10.10**

**EXECUTIONVERSION**

**SECOND AMENDMENT TO SECONDAMENDED AND RESTATEDMASTER REPURCHASE AGREEMENT**

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTERREPURCHASE AGREEMENT, dated as of July 13, 2006 (this “Amendment”), byand among by and among WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacitiesas Buyer, Agent (on behalf of Buyer and any subsequent buyers added from timeto time) and Sole Lead Arranger (“Wachovia”), Gramercy Warehouse FundingI LLC, as a seller (“Gramercy”), and GKK Trading Warehouse I LLC, as aseller (“GKK” and with Gramercy, collectively, “Seller”), amendsthat certain Second Amended and Restated Master Repurchase Agreement, dated asof April 21, 2005 (as amended, restated, supplemented or otherwise modified andin effect from time to time, the “Repurchase Agreement”), by and betweenWachovia and Gramercy and other parties named therein or referred tothereby.  Capitalized terms used but nototherwise defined herein shall have the meanings given to them in theRepurchase Agreement (as defined below).

**RECITALS**

Seller and Wachovia areparties to that certain Repurchase Agreement.

Seller and Wachovia haveagreed to amend the Repurchase Agreement with regard to the events of defaultand negative covenants.  Therefore, inconsideration of the premises and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Seller andWachovia hereby agree as follows:

# **SECTION 1.****                           **Amendments.

## (a)          Section2.01 of the Repurchase Agreement is hereby modified by adding the defined term “IPO”to read in its entirety as follows:

# ““IPO”:  The initial public offering of common stockof the Parent that occurred on July 27, 2004.”

## (b)         Section9.01 of the Repurchase Agreement is hereby modified by inserting the followingnew section immediately preceding the existing Section 9.01(ii), andrenumbering the existing Section 9.01(ii) as Section 9.01(jj):

### “(ii)                                                 Paymentof Third Party Management Fees.  Feespaid under the Management Contract (or any replacement or substitution thereof)shall at no time exceed the fees payable under the Management Contract as ofthe IPO.”

## (c)          Section10.01 of the Repurchase Agreement is hereby modified by adding the followingnew Section 10.01(p) as follows:

### “(p)                                                Guarantorshall have defaulted or failed to perform under any note, indenture, loanagreement, guaranty, swap agreement or any other contract, agreement ortransaction to which it is a party, and which default or failure to

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### perform (A) involves the failure to pay amatured obligation equal to or in excess of $10,000,000, or (B) involving anobligation of at least $10,000,000, is a monetary default or a materialnon-monetary default and results in acceleration or permits the acceleration ofthe obligation by any other party to or beneficiary of such note, indenture,loan agreement, guaranty, swap agreement or other contract, agreement ortransaction; provided, however, that such default, failure toperform or breach shall not constitute an Event of Default if the Guarantorcures such default, failure to perform or breach, as the case may be, withinthe applicable grace period, if any, provided under the applicable agreement.”

# **SECTION 2.****                           **ConditionsPrecedent.  This Amendment and itsprovisions shall become effective on the first date on which all of thefollowing conditions precedent shall have been satisfied (the “AmendmentEffective Date”):

## (a)                                  Onor before the Amendment Effective Date, the Agent shall have received thisAmendment, executed and delivered by a duly authorized officer of each ofSeller, and Wachovia.

## (b)                                 Onthe Amendment Effective Date, no Default or Event of Default shall haveoccurred and be continuing.

# **SECTION 3.****                           **Representationsand Warranties.  Seller herebyrepresents and warrants to Wachovia, as of the date hereof and as of theAmendment Effective Date, that (i) Seller is in compliance, in all materialrespects, with all of the terms and provisions set forth in the RepurchaseAgreement and the other Repurchase Documents on its part to be observed orperformed, (ii) no Default or Event of Default has occurred or is continuing,and (iii) Seller has no, and Seller waives all, defenses, rights of setoff,claims, counterclaims or causes of action of any kind or description againstWachovia arising under or in respect of the Repurchase Agreement or any otherRepurchase Document.  Seller herebyconfirms and reaffirms the representations and warranties contained in Section8.01 of the Repurchase Agreement.

# **SECTION 4.****                           **LimitedEffect.  Except as expressly amendedand modified by this Amendment, the Repurchase Agreement and each of the otherRepurchase Documents shall continue to be, and shall remain, in full force andeffect in accordance with their respective terms; provided, however,that upon the Amendment Effective Date, each reference therein and herein tothe “Repurchase Documents” shall be deemed to include, in any event, thisAmendment and each reference to the “Repurchase Agreement” in any of theRepurchase Documents shall be deemed to be a reference to the RepurchaseAgreement as amended hereby.

# **SECTION 5.****                           **Counterparts.  This Amendment may be executed by each of theparties hereto on any number of separate counterparts, each of which shall bean original and all of which taken together shall constitute one and the sameinstrument.  Delivery of an executed counterpart of a signature page to this Amendmentin Portable Document Format (PDF) or by facsimile transmission shall beeffective as delivery of a manually executed original counterpart thereof.

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# **SECTION 6.****                           **Expenses.  Seller agrees to pay and reimburse Wachoviafor all reasonable out-of-pocket costs and expenses incurred by Wachovia inconnection with the preparation, execution and delivery of this Amendment,including, without limitation, the fees and disbursements of Cadwalader,Wickersham & Taft LLP, counsel to the Agent.

# **SECTION 7.****                            GOVERNINGLAW.  THIS AMENDMENT SHALL BEGOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK.**

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be duly executed and delivered as of the day and year firstabove written.

 
|       | SELLER                                                                         |
|------------|--------------------------------------------------------------------------------|
|       |                                                                           |
| ** ** | **GRAMERCY WAREHOUSE FUNDING I 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 I LLC,**a  Delaware  limited liability company         |
|       |                                                                           |   |
|       | By:                                                                            | GKK TRADING CORP., its sole member and |
|       |                                                                           | manager |
|       |                                                                           |   |   |   |
|       |                                                                           |   | By: | GRAMERCY CAPITAL CORP, |
|       |                                                                           |   |   | a Maryland corporation |
|       |                                                                           |   |   |   |
|       |                                                                           |   |   |   |
|       |                                                                           |   | By: |   |
|       |                                                                           |   |   | Name: |
|       |                                                                           |   |   | Title: |

 

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|            | WACHOVIA                                |
|------------|-----------------------------------------|
|       |                                    |
| ** ** | **WACHOVIA BANK, NATIONAL ASSOCIATION** |
|       |                                    |   |
|       |                                    |   |
|       | By:                                     |   |   |
|       |                                    | Name: |
|       |                                    | Title: |

 

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