Unassociated Document


  
    


    
      	
               

               

              AMENDED
      AND RESTATED

              CREDIT
      AGREEMENT

               

              dated
      as of

               

              March
      16, 2009

               

              among

               

              CAPITAL
      TRUST, INC.

               

              The
      Lenders Party Hereto

               

              and

               

              WESTLB
      AG, NEW YORK BRANCH,

              as
      Administrative Agent

              ___________________________

               

              WESTLB
      AG, NEW YORK BRANCH,

              as
      Sole Bookrunner, Sole Lead Arranger and Sole Syndication
Agent

               

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                             TABLE
      OF CONTENTS

                                          	
                                            Page 

                                          
	 	 
	
                                            ARTICLE
      I

                                          	 
      
	 
      	 
      	 
      
	
                                            Definitions

                                          	 
      
	
                                            SECTION
      1.01.

                                          	
                                            Defined
      Terms

                                          	
                                            1

                                          
	
                                            SECTION
      1.02.

                                          	
                                            Classification
      of Loans and Borrowings

                                          	
                                            14

                                          
	
                                            SECTION
      1.03.

                                          	
                                            Terms
      Generally

                                          	
                                            14

                                          
	
                                            SECTION
      1.04.

                                          	
                                            Accounting
      Terms; GAAP

                                          	
                                            14

                                          
	
                                            ARTICLE
      II

                                          	 
      
	 
      	 
      	 
      
	
                                            The
      Credits

                                          	 
      
	
                                            SECTION
      2.01.

                                          	
                                            Loans
      and Borrowings

                                          	
                                            14

                                          
	
                                            SECTION
      2.02.

                                          	
                                            Interest
      Period.

                                          	
                                            15

                                          
	
                                            SECTION
      2.03.

                                          	
                                            Repayment
      of Loans; Evidence of Indebtedness.

                                          	
                                            16

                                          
	
                                            SECTION
      2.04.

                                          	
                                            Principal
      Payments; Optional and Mandatory Prepayment of Loans.

                                          	
                                            16

                                          
	
                                            SECTION
      2.05.

                                          	
                                            Fees

                                          	
                                            17

                                          
	
                                            SECTION
      2.06.

                                          	
                                            Interest.

                                          	
                                            17

                                          
	
                                            SECTION
      2.07.

                                          	
                                            Alternate
      Rate of Interest

                                          	
                                            18

                                          
	
                                            SECTION
      2.08.

                                          	
                                            Increased
      Costs.

                                          	
                                            19

                                          
	
                                            SECTION
      2.09.

                                          	
                                            Break
      Funding Payments

                                          	
                                            19

                                          
	
                                            SECTION
      2.10.

                                          	
                                            Taxes.

                                          	
                                            20

                                          
	
                                            SECTION
      2.11.

                                          	
                                            Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs.

                                          	
                                            21

                                          
	
                                            SECTION
      2.12.

                                          	
                                            Mitigation
      Obligations; Replacement of Lenders.

                                          	
                                            22

                                          
	
                                            SECTION
      2.13.

                                          	
                                            Extension
      of Maturity Date

                                          	
                                            24

                                          
	
                                            ARTICLE
      III

                                          	 
      
	 
      	 
      	 
      
	
                                            Representations
      and Warranties

                                          	 
      
	
                                            SECTION
      3.01.

                                          	
                                            Organization;
      Powers

                                          	
                                            24

                                          
	
                                            SECTION
      3.02.

                                          	
                                            Authorization;
      Enforceability

                                          	
                                            24

                                          
	
                                            SECTION
      3.03.

                                          	
                                            Governmental
      Approvals; No Conflicts

                                          	
                                            24

                                          
	
                                            SECTION
      3.04.

                                          	
                                            Financial
      Condition; No Material Adverse Change.

                                          	
                                            25

                                          
	
                                            SECTION
      3.05.

                                          	
                                            Properties.

                                          	
                                            25

                                          
	
                                            SECTION
      3.06.

                                          	
                                            Litigation
      and Environmental Matters.

                                          	
                                            25

                                          
	
                                            SECTION
      3.07.

                                          	
                                            Compliance
      with Laws and Agreements

                                          	
                                            26

                                          
	
                                            SECTION
      3.08.

                                          	
                                            Investment
      Company Status

                                          	
                                            26

                                          
	
                                            SECTION
      3.09.

                                          	
                                            Taxes

                                          	
                                            26

                                          
	
                                            SECTION
      3.10.

                                          	
                                            ERISA

                                          	
                                            26

                                          
	
                                            SECTION
      3.11.

                                          	
                                            Disclosure

                                          	
                                            26

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  SECTION
      3.12.

                                	
                                  Solvency

                                	
                                  27

                                
	
                                  SECTION
      3.13.

                                	
                                  Subsidiaries

                                	
                                  27

                                
	
                                  SECTION
      3.14.

                                	
                                  REIT
      Qualification

                                	
                                  27

                                
	
                                  SECTION
      3.15.

                                	
                                  Use
      of Proceeds; Margin Regulations

                                	
                                  27

                                
	
                                  SECTION
      3.16.

                                	
                                  Insurance

                                	
                                  27

                                
	
                                  SECTION
      3.17.

                                	
                                  Labor
      Matters

                                	
                                  27

                                
	
                                  SECTION
      3.18.

                                	
                                  Brokers’
      Fees

                                	
                                  28

                                
	
                                  SECTION
      3.19.

                                	
                                  Security
      Agreement

                                	
                                  28

                                
	
                                  ARTICLE
      IV

                                	 
      
	 
      	 
      	 
      
	
                                  Conditions

                                	 
      
	
                                  SECTION
      4.01.

                                	
                                  Restatement
      Effective Date

                                	
                                  28

                                
	
                                  ARTICLE
      V

                                	 
      
	 
      	 
      	 
      
	
                                  Affirmative
      Covenants

                                	 
      
	
                                  SECTION
      5.01.

                                	
                                  Financial
      Statements; Ratings Change and Other Information

                                	
                                  30

                                
	
                                  SECTION
      5.02.

                                	
                                  Notices
      of Material Events

                                	
                                  31

                                
	
                                  SECTION
      5.03.

                                	
                                  Existence;
      Conduct of Business

                                	
                                  32

                                
	
                                  SECTION
      5.04.

                                	
                                  Payment
      of Obligations

                                	
                                  32

                                
	
                                  SECTION
      5.05.

                                	
                                  Maintenance
      of Properties; Insurance

                                	
                                  32

                                
	
                                  SECTION
      5.06.

                                	
                                  Books
      and Records; Inspection Rights

                                	
                                  32

                                
	
                                  SECTION
      5.07.

                                	
                                  Compliance
      with Laws

                                	
                                  32

                                
	
                                  SECTION
      5.08.

                                	
                                  Use
      of Proceeds

                                	
                                  33

                                
	
                                  SECTION
      5.09.

                                	
                                  REIT
      Status

                                	
                                  33

                                
	
                                  SECTION
      5.10.

                                	
                                  Key
      Employees

                                	
                                  33

                                
	
                                  SECTION
      5.11.

                                	
                                  Liquidity

                                	
                                  33

                                
	
                                  ARTICLE
      VI

                                	 
      
	 
      	 
      	 
      
	
                                  Negative
      Covenants

                                	 
      
	
                                  SECTION
      6.01.

                                	
                                  Indebtedness

                                	
                                  33

                                
	
                                  SECTION
      6.02.

                                	
                                  Liens

                                	
                                  34

                                
	
                                  SECTION
      6.03.

                                	
                                  Mergers,
      Consolidations, Sales of Assets, etc.

                                	
                                  34

                                
	
                                  SECTION
      6.04.

                                	
                                  Limitation
      on Distributions

                                	
                                  34

                                
	
                                  SECTION
      6.05.

                                	
                                  Transactions
      with Affiliates

                                	
                                  35

                                
	
                                  SECTION
      6.06.

                                	
                                  Restrictive
      Agreements

                                	
                                  35

                                
	
                                  SECTION
      6.07.

                                	
                                  Organizational
      Documents

                                	
                                  35

                                
	
                                  SECTION
      6.08.

                                	
                                  Fiscal
      Year 2009 Compensation

                                	
                                  35

                                
	
                                  SECTION
      6.09.

                                	
                                  New
      Investments

                                	
                                  36

                                
	
                                  SECTION
      6.10.

                                	
                                  Bankruptcy

                                	
                                  36

                                
	
                                  SECTION
      6.11.

                                	
                                  Consent
      Rights

                                	
                                  36

                                
	
                                  SECTION
      6.12.

                                	
                                  Amendments

                                	
                                  36

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      SECTION
      6.13.

                                    	
                                      Deposit
      Accounts

                                    	
                                      36

                                    
	
                                      ARTICLE
      VII

                                    	 
      
	 
      	 
      	 
      
	
                                      Events
      of Default

                                    	 
      
	 	 
	
                                      ARTICLE
      VIII

                                    	 
      
	 
      	 
      	 
      
	
                                      The
      Administrative Agent

                                    	 
      
	 	 
	
                                      ARTICLE
      IX

                                    	 
      
	 
      	 
      	 
      
	
                                      Miscellaneous

                                    	 
      
	
                                      SECTION
      9.01.

                                    	
                                      Notices.

                                    	
                                      41

                                    
	
                                      SECTION
      9.02.

                                    	
                                      Waivers;
      Amendments.

                                    	
                                      42

                                    
	
                                      SECTION
      9.03.

                                    	
                                      Expenses;
      Indemnity; Damage Waiver.

                                    	
                                      43

                                    
	
                                      SECTION
      9.04.

                                    	
                                      Successors
      and Assigns.

                                    	
                                      44

                                    
	
                                      SECTION
      9.05.

                                    	
                                      Survival

                                    	
                                      47

                                    
	
                                      SECTION
      9.06.

                                    	
                                      Counterparts;
      Integration; Effectiveness

                                    	
                                      47

                                    
	
                                      SECTION
      9.07.

                                    	
                                      Severability

                                    	
                                      47

                                    
	
                                      SECTION
      9.08.

                                    	
                                      Right
      of Setoff

                                    	
                                      47

                                    
	
                                      SECTION
      9.09.

                                    	
                                      Governing
      Law; Jurisdiction; Consent to Service of Process.

                                    	
                                      48

                                    
	
                                      SECTION
      9.10.

                                    	
                                      WAIVER
      OF JURY TRIAL

                                    	
                                      48

                                    
	
                                      SECTION
      9.11.

                                    	
                                      Headings

                                    	
                                      49

                                    
	
                                      SECTION
      9.12.

                                    	
                                      Confidentiality

                                    	
                                      49

                                    
	
                                      SECTION
      9.13.

                                    	
                                      Interest
      Rate Limitation

                                    	
                                      49

                                    
	
                                      SECTION
      9.14.

                                    	
                                      USA
      PATRIOT Act

                                    	
                                      50

                                    
	
                                      SECTION
      9.15.

                                    	
                                      General
      Release

                                    	
                                      50

                                    
	
                                      SECTION
      9.16.

                                    	
                                      Amendment
      and Restatement of Existing Credit Agreement; No Novation.

                                    	
                                      51

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    SCHEDULES:

    


    Schedule
1.01 – Excluded Subsidiaries

    Schedule
2.02 – Loans

    Schedule
3.06 – Disclosed Matters

    Schedule
3.13 – Subsidiaries

    Schedule
6.02 – Liens

    Schedule
6.06 – Restrictive Agreements

    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    EXHIBITS:

    


    Exhibit A
-- Form of Assignment and Assumption

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    AMENDED
AND RESTATED CREDIT AGREEMENT dated as of March 16, 2009 (this “Agreement”), among
CAPITAL TRUST, INC., a Maryland corporation (the “Borrower”), the banks
and financial institutions listed on the signature pages hereto as a Lender (as
hereinafter defined), and WESTLB AG, NEW YORK BRANCH, as Administrative Agent
(as hereinafter defined) for the Lenders.

     

    W I T N E
S S E T H :

     

    WHEREAS,
the Borrower, the Lenders and the Administrative Agent are parties to that
certain Credit Agreement, dated as of March 22, 2007, as amended by the
First Amendment, dated as of June 7, 2007, and the Second Amendment, dated
as of July 3, 2008 (as so amended, the “Existing Credit
Agreement”); and

     

    WHEREAS,
the Borrower has requested, and the Administrative Agent and the Lenders have
agreed, to amend and restate the Existing Credit Agreement upon the terms and
conditions set forth herein;

     

    NOW
THEREFORE, in consideration of the mutual promises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree that from and after the Restatement Effective Date the Existing
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

     

    ARTICLE
I

     

    Definitions

     

    SECTION
1.01.  Defined
Terms.  As used in this Agreement, the following terms have the
meanings specified below:

     

    “ABR”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

     

    “Additional Restricted
Cash” means, to the extent otherwise constituting Unrestricted Cash, any
cash or Cash Equivalent of the Borrower and its Subsidiaries (i) that is
required to be trapped pursuant to the Amended Senior Secured Credit Facilities,
this Agreement, 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 the Borrower or any of its Subsidiaries to a Person other than
the Borrower or any Subsidiary within one (1) Business Day of such disbursement,
(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 the Borrower or any of its Subsidiaries or (iv) that, if distributed or paid,
would result in the insolvency of the Borrower.

     

    “Administrative Agent”
means WestLB AG, New York Branch, in its capacity as administrative agent for
the Lenders hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Administrative Agent
Restatement Fee” means a fee of $50,000 payable to the Administrative
Agent on the Restatement Effective Date.

     

    “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

     

    “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

     

    “Agreement” has the
meaning assigned to such term in the preamble.

     

    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day (b) the Federal Funds Effective Rate in effect
on such day plus 0.50% and (c) the one month LIBO Rate plus
1.00%.  Any change in the Alternate Base Rate due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective from and
including the effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.

     

    “Amended Senior Secured
Credit Facilities” means, collectively, the Citi Repo Facility, the JPM
Repo Facility, and the Morgan Stanley Repo Facility.

     

    “Applicable Margin”
means:

     

    (a) with
respect to any ABR Loan, for any day from and after the Restatement Effective
Date, 2.00%; and

     

    (b) with
respect to any Eurodollar Loan, for any day from and after the Restatement
Effective Date, 3.00%.

     

    “Applicable
Percentage” means, with respect to any Lender, the percentage of the
total unpaid principal amount of the Loans represented by the unpaid principal
amount of the Loans owing to such Lender.

     

    “Applicable Preceding
Principal Installment Payment Date” has the meaning assigned to such term
in Section
2.04(c).

     

    “Approved Fund” has
the meaning assigned to such term in Section
9.04(b)(ii).

     

    “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.04),
and accepted by the Administrative Agent, in the form of Exhibit A or any
other form approved by the Administrative Agent.

     

    “Borrower” has the
meaning assigned to such term in the preamble.

     

    “Borrowing” means the
borrowing of Eurodollar Loans as to which a single Interest Period is in
effect.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.

     

    “Capital Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.

     

    “Capitalized Interest”
shall have the meaning given to such term in Section
2.06(d).

     

    “Cash Equivalents”
shall mean (a) securities with maturities of ninety (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 ninety (90) days or less from the date of
acquisition and overnight bank deposits of any Lender or of any commercial bank
having capital and surplus in excess of $500,000,000, (c) repurchase obligations
of any Lender 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 ninety (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 ninety (90)
days or less from the date of acquisition fully backed by standby letters of
credit issued by any Lender 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.

     

    “Cash Rate” means the
LIBO Rate for the applicable Interest Period in effect for such Borrowing plus the Applicable
Margin for Eurodollar Loans.

     

    “CEO” shall have the
meaning assigned to such term in Section
6.08.

     

    “CFO” shall have the
meaning assigned to such term in Section
6.08.

     

    “Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date hereof), of Equity Interests representing more than 50%
of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower; (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (i) nominated by the board of directors of the Borrower nor
(ii) appointed by directors so nominated; or (c) the acquisition of direct or
indirect Control of the Borrower by any Person or group.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Change in Law” means
(a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender (or, for purposes of
Section
2.08(b), by any lending office of such Lender or by such Lender's holding
company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of
this Agreement.

     

    “Charges” has the
meaning assigned to such term in Section
9.13.

     

    “Citi Repo Facility”
means the $250,000,000 Master Repurchase Agreement, dated as of July 30, 2007
between Capital Trust, Inc, as Seller, and Citigroup Global Markets Inc., as
Securities Buyer and Citigroup Financial Products Inc., as Loan Buyer, as
amended by Amendment No. 1 thereto, dated June 26, 2008, Amendment No. 2 dated
July 24, 2008 and Amendment No. 3 thereto, dated as of March 16,
2009.

     

    “COO” shall have the
meaning assigned to such term in Section
6.08.

     

    “Code” means the
Internal Revenue Code of 1986, as amended from time to time.

     

    “Collateral” has the
meaning assigned to such term in the Pledge and Security Agreement.

     

    “Consolidated Tangible Net
Worth” means, as of any date of determination, the tangible net worth of
the Borrower and its Subsidiaries (determined on a consolidated basis in
accordance with GAAP).

     

    “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled”
have meanings correlative thereto.

     

    “CT Cash Account”
means one or more deposit accounts established by the Borrower with Merrill
Lynch or Bank of America.

     

    “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

     

    “Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed
in Schedule 3.06.

     

    “dollars” or “$” refers to lawful
money of the United States of America.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Eligible Assignee”
has the meaning assigned to such term in Section
9.04(b)(ii).

     

    “Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety
matters.

     

    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the
foregoing.

     

    “Equity Interests”
means shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity
interest.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

     

    “ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c)
of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of
the Code, is treated as a single employer under Section 414 of the
Code.

     

    “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for
which the 30-day notice period is waived); (b) the existence with respect
to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to Loans, or the Loans
comprising such Borrowing, bearing interest at a rate determined by reference to
the LIBO Rate.

     

    “Events of Default”
has the meaning assigned to such term in Article VII.

     

    “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 the Borrower’s Unfunded
Commitments.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) income or franchise taxes imposed on (or measured by)
its net income  by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under Section 2.12(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Foreign Lender's failure to comply
with Section
2.10(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section
2.10(a).

     

    “Existing Credit
Agreement” shall have the meaning assigned to such term in the first
recital hereof.

     

    “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
that is a Business Day, the average (rounded upwards, if necessary, to the next
1/100 of 1%) of the quotations for such day for such transactions received by
the Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

     

    “Financial Officer”
means the chief executive officer, chief operating officer, chief financial
officer, principal accounting officer, treasurer or controller of the
Borrower.

     

    “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is located.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

     

    “GAAP” means generally
accepted accounting principles in the United States of America.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Governmental
Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     

    “Guarantee” of or by
any Person (the “guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation; provided, that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.  The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount (based on the
maximum reasonably anticipated net liability in respect thereof as determined by
the Borrower in good faith) of the primary obligation or portion thereof in
respect of which such Guarantee is made or, if not stated or determinable, the
maximum reasonably anticipated net liability in respect thereof (assuming such
Person is required to perform thereunder) as determined by the Borrower in good
faith.

     

    “Hazardous
Materials”  means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

     

    “Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person upon which interest charges
are customarily paid, (d) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accounts payable
incurred in the ordinary course of business), (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (g) all Guarantees by such Person of Indebtedness of others,
(h) all Capital Lease Obligations of such Person, (i) all obligations,
contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty and (j) all obligations, contingent or
otherwise, of such Person in respect of bankers' acceptances.  The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable
therefor.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

    “Indemnitee” has the
meaning assigned to such term in Section
9.03(b).

     

    “Information” has the
meaning assigned to such term in Section
9.12.

     

    “Interest Election
Request” means a request by the Borrower to convert or continue a Loan in
accordance with Section 2.02.

     

    “Interest Payment
Date” means (a) with respect to any ABR Loan, the first Business Day
of each month for interest due through the last day of the preceding month and
(b) with respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part, or if such day is not
a Business Day, the next succeeding Business Day.

     

    “Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two or three months thereafter, as the Borrower may
elect; provided, that (i)
the Interest Period may be seven (7) or fourteen (14) days, or, with the consent
of the Administrative Agent and the Required Lenders, otherwise be shorter than
one month, in order to consolidate Eurodollar Borrowings, (ii) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (iii) any Interest
Period pertaining to a Eurodollar Borrowing that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest
Period.  For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and, in the case of a Loan,
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

     

    “JPM Repo Facility”
means the Master Repurchase Agreement, dated as of October 24, 2008 among
Borrower and CT BSI Funding Corp., as Sellers, and JPMorgan Chase Bank, N.A., as
Buyer, as amended by Amendment No. 1 thereto, dated as of March 16,
2009.

     

    “Lenders” means the
Persons listed on Schedule 2.01
and any other Person that shall have become a party hereto pursuant to an
Assignment and Assumption, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on Page 3750 of the Reuters Screen LIBOR01 Page (or on any successor
or substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two (2) Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period.  In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be
determined from such financial reporting service or other information as shall
be mutually acceptable to the Borrower and the Administrative
Agent.

     

    “Lien” means, with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset,
(b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.

     

    “Liquidity” shall
mean, on any date of determination, the sum of (A) the consolidated amount of
Unrestricted Cash of the Borrower and its Subsidiaries on such date, and (B) the
incremental amount of borrowings the Borrower and its Subsidiaries are, as of
such date, permitted to borrow pursuant to the terms of existing committed
Indebtedness of the Borrower 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.

     

    “Loan Documents” means
this Agreement, the Pledge and Security Agreement,  the Securities
Account Control Agreement and all other documents executed and delivered
pursuant hereto or thereto.

     

    “Loans” means the
loans continued by the Lenders to the Borrower pursuant to this Agreement,
together with all Capitalized Interest pursuant to Section
2.06(d).

     

    “Margin Stock” has the
meaning assigned thereto in Regulation U.

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
operations or condition, financial or otherwise, of the Borrower and the
Subsidiaries taken as a whole, (b) the ability of the Borrower to perform
any of its material obligations under this Agreement or (c) the material
rights of or benefits available to the Lenders under this
Agreement.

     

    “Material Subsidiary”
has the meaning assigned to such term in Article
VII.

     

    “Maturity Date” means
initially, March 15, 2010, as the same may be extended pursuant to Section 2.13,
unless otherwise accelerated in accordance with the terms hereof.

     

    “Maximum Rate” has the
meaning assigned to such term in Section
9.13.

     

    “Minimum Interest
Rate” means 7.2% per annum, compounded quarterly.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Morgan Stanley Repo
Facility” means that certain Master Repurchase Agreement dated as of
July 29, 2005 by and among Borrower, CT RE CDO 2004-1 SUB, LLC, a Delaware
limited liability company, CT RE CDO 2005-1 SUB, LLC, a Delaware limited
liability company and CT XLC HOLDING, LLC, a Delaware limited liability company,
as Sellers, and MORGAN STANLEY BANK, N.A., a national banking association, as
Buyer, as successor to Morgan Stanley Bank, a Utah industrial bank, as amended
by that certain Amendment No. 1 to Master Repurchase Agreement dated as of
November 4, 2005, as amended by that certain Amendment No. 2 to Master
Repurchase Agreement dated as of November 16, 2005, as amended by that certain
Amendment No. 3 to Master Repurchase Agreement dated as of April 6, 2006, as
amended by that certain Amendment No. 4 to Master Repurchase Agreement dated as
of April 26, 2006, as amended by that certain letter from Seller dated June 23,
2006, as amended by that certain Amendment No. 5 to Master Repurchase Agreement
dated as of February 14, 2007, as amended by that certain Joinder and Amendment
dated as of June 5, 2007, as amended by that certain Amendment No. 6 to Master
Repurchase Agreement dated as of December 14, 2007, as amended by that certain
Amendment No. 7 to Master Repurchase Agreement dated as of June 30, 2008, as
amended by that certain Amendment No. 8 to Master Repurchase Agreement dated as
of July 25, 2008, as amended by that certain waiver and amendment letter dated
as of December 11, 2008, as amended by that certain waiver and amendment letter
dated as of January 13, 2009, as amended by that certain waiver and amendment
letter dated as of January 20, 2009, as amended by that certain waiver and
amendment letter dated as of January 30, 2009, as amended by that certain waiver
and amendment letter dated as of February 13, 2009, as further amended by that
certain Joinder No. 2 and Amendment No. 9 to Master Repurchase Agreement dated
as of February 13, 2009, as amended by that certain waiver and amendment letter
dated February 20, 2009, and as amended by Amendment No. 10 thereto, dated as of
March 16, 2009.

     

    “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

     

    “NYSE” means the New
York Stock Exchange, Inc.

     

    “Obligations” means
all loans, advances, debts, liabilities and obligations for the performance of
covenants, tasks or duties or for payment of monetary amounts (whether or not
such performance is then required or contingent, or such amounts are liquidated
or determinable) owing by the Borrower to the Administrative Agent or any
Lender, and all covenants and duties regarding such amounts, of any kind or
nature, present or future, whether or not evidenced by any note, agreement, or
other instrument, arising under the Agreement or any of the other Loan
Documents.  This term includes all principal, interest (including all
interest that accrues after the commencement of any case or proceeding by or
against the Borrower in bankruptcy, whether or not allowed in such case or
proceeding), fees, expenses, attorneys’ fees and any other sum chargeable to the
Borrower under the Agreement or any of the other Loan Documents.

     

    “Other Taxes” means
any and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.

     

    “Participant” has the
meaning assigned to such term in Section
9.04(c)(i).

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Patriot Act” has the
meaning assigned to such term in Section
9.14.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

     

    “Permitted
Encumbrances” means:

     

    (a)           Liens
imposed by law for taxes that are not yet due or are being contested in
compliance with Section 5.04;

     

    (b)           carriers',
warehousemen's, mechanics', materialmen's, repairmen's and other like Liens
imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than thirty (30) days or are being
contested in compliance with Section
5.04;

     

    (c)           pledges
and deposits made in the ordinary course of business in compliance with workers'
compensation, unemployment insurance and other social security laws or
regulations;

     

    (d)           deposits
to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature, in each case in the ordinary course of business;

     

    (e)           judgment
liens in respect of judgments that do not constitute an Event of Default under
clause (j) of Article
VII; and

     

    (f)           easements,
zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of the
Borrower or any Subsidiary;

     

    provided that the
term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.

     

    “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

     

    “Plan”  means
any employee pension benefit plan (other than a Multiemployer Plan) subject to
the provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

     

    “Plan Amendment
Agreements” means the Amended Senior Secured Credit Facilities, and all
ancillary documents and agreements executed in connection therewith, including
without limitation each document creating, perfecting or evidencing a security
interest in connection with the Amended Senior Secured Credit
Facilities.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Pledge and Security
Agreement” means a Pledge and Security Agreement, dated as of March 16,
2009 between the Borrower and the Administrative Agent, in form and substance
satisfactory to the Administrative Agent.

     

    “Prime Rate” means, on
any day, the rate of interest per annum equal to the rate on such date published
in H.15(519) under the caption “Bank Prime Loan” or, if not published by 3:00
P.M., New York City time, on such date, the rate on such date published in H.15
Daily Update, or such other recognized electronic source used for the purpose of
displaying such rate, under the caption “Bank Prime Loan”.  If such
rate is not yet published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 P.M., New York City time, on such date, then the Prime
Rate shall be the rate of interest announced publicly from time to time by the
Administrative Agent or its successor, as its “prime rate” for such
date.

     

    “Principal Installment
Payment Date” shall mean the 15th day of each June, September, December
and March, beginning with June 15, 2009, to, but excluding the Maturity
Date.

     

    “Register” has the
meaning assigned to such term in Section 9.04(b)(iv).

     

    “Regulation U” means
Regulation U of the Board of Governors of the Federal Reserve System, from time
to time in effect, and shall include any successor or other regulation relating
to reserve requirements or margin requirements, as the case may be, applicable
to member banks of the Federal Reserve System.

     

    “Related Parties”
means, with respect to any specified Person, such Person's Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person's Affiliates.

     

    “Released Parties” as
the meaning assigned to such term in Section
9.15.

     

    “Required Lenders”
means, at any time, Lenders having outstanding Loans representing more than
66-2/3% of the sum of the total outstanding Loans at such time.

     

    “Restatement Effective
Date” means the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 9.02).

     

    “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any Equity Interests in the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
Equity Interests in the Borrower or any option, warrant or other right to
acquire any such Equity Interests in the Borrower.

     

     “SEC” means the
Securities and Exchange Commission, or any regulatory body that succeeds to the
functions thereof.

     

    “Secured Parties”
means the Lenders and the Administrative Agent.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Securities Account”
means securities account number 725839.1 established with the Securities
Intermediary.

     

    “Securities Account Control
Agreement” means the securities account control agreement in respect of
the Securities Account, dated as of March 16, 2009, among the Securities
Intermediary, the Borrower and the Administrative Agent.

     

    “Securities
Intermediary” means Bank of America, National Association.

     

     “Senior Secured
Lenders” means the lenders from time to time party to the Amended Senior
Secured Credit Facilities.

     

    “Senior Secured Maturity
Date” means the maturity date as in effect for the Amended Senior Secured
Credit Facilities.

     

    “subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

     

    “Subsidiary” means any
subsidiary of the Borrower other than those persons listed on Schedule 1.01
hereto.

     

    “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

     

    “Transactions” means
the execution, delivery and performance by the Borrower of this Agreement and
the other Loan Documents and the Amended Senior Secured Credit
Facilities.

     

    “Transaction Assets”
shall, collectively, mean the assets designated as such in each Amended Senior
Secured Credit Facility.

     

    “Unfunded Commitments”
shall mean an amount equal to the sum of the Borrower’s unfunded commitments to
make future advances in respect of Transaction Assets and meet future capital
calls for CT Opportunity Partners I, LP.

     

    “Unrestricted Cash”
shall mean (a) cash and Cash Equivalents that would not appear in the
consolidated financial statements of Borrower, 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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

     

    SECTION
1.02.  Classification of Loans and Borrowings.  For purposes
of this Agreement, Loans and Borrowings may be classified and referred to by
Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”).

     

    SECTION
1.03.  Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”.  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

     

    SECTION
1.04.  Accounting Terms;
GAAP.  Except as otherwise expressly provided herein, all terms
of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

     

    ARTICLE
II

     

    The
Credits

     

    SECTION
2.01.  Loans
and Borrowings.  Subject to the terms and conditions hereof,
each Lender agrees to continue its Loans to the Borrower on the Restatement
Effective Date in the amounts set forth next to such Lender’s name on Schedule 2.01
hereto.  For the avoidance of doubt, no Lender shall have any
obligation to advance any amounts to the Borrower and all Loans referred to in
this Agreement shall have been made prior to the Restatement Effective
Date.  Subject to Section 2.07, all
Loans shall be Eurodollar Loans.  Each Lender at its option may
continue its Loan by causing any domestic or foreign branch or Affiliate of such
Lender to continue its Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement.  Loans
continued hereunder and repaid may not be reborrowed.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    SECTION
2.02.  Interest
Period.

     

    (a)           Each
Loan, shall have an initial Interest Period of one (1)
month.  Thereafter, the Borrower may elect Interest Periods for the
Loans, as provided in this Section
2.02.  The Borrower may elect different options with respect to
different portions of the Loans, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans, and the Loans comprising
each such portion shall be considered a separate Borrowing.

     

    (b)           To
make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election in writing no later than 11 a.m., New York
City time, three (3) Business Days before the date such election is to take
effect.  Each such Interest Election Request shall be irrevocable and
shall be made by hand delivery or telecopy to the Administrative Agent of a
written Interest Election Request in a form approved by the Administrative Agent
and signed by the Borrower.

     

    (c)           Each
Interest Election Request shall specify the following information in compliance
with this Section 2.02:

     

    (i)           if
different options are being elected with respect to different portions of the
Loans, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clause (iii) below shall
be specified for each resulting Borrowing);

     

    (ii)           the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day; and

     

    (iii)           the
Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest
Period”.

     

    If the
Borrower does not specify an Interest Period with respect to any portion of
Loans, then the Borrower shall be deemed to have selected an Interest Period of
one month's duration.

     

    (d)           Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender's portion of
each resulting Borrowing.

     

    (e)           If
the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Borrowing prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of
such Interest Period such Borrowing shall be continued as a Loan with the same
Interest Period as applicable thereto immediately prior to the end of such
Interest Period.  Notwithstanding any contrary provision hereof, if an
Event of Default has occurred and is continuing and the Administrative Agent, at
the request of the Required Lenders, so notifies the Borrower, then, so long as
an Event of Default is continuing, unless repaid, each Borrowing shall be
converted to a Eurodollar Borrowing with an Interest Period of one (1) month at
the end of the Interest Period applicable thereto.

     

    
      
        
        

      

      
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    (f)           Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity
Date.

     

    SECTION
2.03.  Repayment of Loans;
Evidence of Indebtedness.

     

    (a)           The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan on the
Maturity Date.

     

    (b)           Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan owing to such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

     

    (c)           The
Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan hereunder and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender's share thereof.

     

    (d)           The
entries made in the accounts maintained pursuant to paragraph (b)
or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

    (e)           Any
Lender may request that the Loans, including any Capitalized Interest, owing to
it be evidenced by a promissory note.  In such event, the Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and
its registered assigns) and in a form approved by the Administrative
Agent.  Thereafter, the Loans evidenced by such promissory note and
interest thereon shall at all times (including after assignment pursuant to
Section 9.04)
be represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

     

    SECTION
2.04.  Principal Payments; Optional
and Mandatory Prepayment of Loans.

     

    (a)           On
each Principal Installment Payment Date, Borrower shall pay to the
Administrative Agent for the account of the Lenders a minimum of $1.25 million,
as repayment of the principal amount of the Loans; provided that on the
Principal Installment Payment Date occurring in March of each year, the amount
payable pursuant to this Section 2.04(a),
shall be adjusted such that the amount paid by the Borrower on such Principal
Installment Payment Date, together with such amounts paid since but not
including (x) the Principal Installment Payment Date falling in March of the
preceding calendar year or, (y) with respect to the Principal Installment
Payment Date falling in March 2010 only, since the Restatement Effective Date,
((x) or (y), as applicable, being referred to herein as the “Applicable Preceding
Principal Installment Payment Date”) shall be equal to the greater of (i)
$5.00 million or (ii) 25% of all amounts received by the Borrower as interest
payments in respect of the Collateral since such Applicable Preceding Principal
Installment Payment Date.

     

    
      
        
        

      

      
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    (b)           The
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with
paragraph (b) of this Section.

     

    (c)           The
Borrower shall notify the Administrative  Agent by telecopy of any
prepayment hereunder not later than 11:00 a.m., New York City time, three (3)
Business Days before the date of prepayment, or by such other date as may be
agreed to by the Administrative Agent; provided that any
prepayment shall be in a minimum principal amount of $5,000,000 or, if less, the
entire principal amount then outstanding.  Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid.  Promptly following
receipt of any such notice relating to a Borrowing, the Administrative Agent
shall advise the Lenders of the contents thereof.  Each prepayment of
a Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing.  Prepayments shall be accompanied by accrued interest to
the extent required by Section 2.06 and
shall be accompanied by any additional amounts required pursuant to Section
2.06.

     

    SECTION
2.05.  Fees.  All
fees payable hereunder or in connection herewith shall be paid on the dates due,
in immediately available funds, to the Administrative Agent .  Fees
paid shall be fully earned and non-refundable when paid under any
circumstances.

     

    SECTION
2.06.  Interest.

     

    (a)           The
Loans shall bear interest at the greater of (i) Cash Rate and (ii) the Minimum
Interest Rate.

     

    (b)           Notwithstanding
the foregoing, if any principal of or interest, including Capitalized Interest,
on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to the greater of (i) the Cash Rate plus 6.00% or (ii)
11.00%.

     

    (c)           Subject
to Section 2.06(d), accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan; provided, interest
accrued pursuant to paragraph (b) of this Section shall be payable on demand,
and (ii) in the event of any repayment or prepayment of any Loan, accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment.

     

    
      
        
        

      

      
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    (d)           For
each Interest Payment Date, the Administrative Agent shall calculate the payment
of the amount of interest payable resulting from the amount, if any, by which
the interest payable pursuant to the Minimum Interest Rate exceeds the interest
payable pursuant to the Cash Rate for the applicable Interest Period, since (x)
the most recent date on which interest on the Loans has been paid, or (y) the
Restatement Effective Date if interest on the Loans has not been previously paid
pursuant to this Section 2.06(d) (such
amount being the “Periodic Deferred
Amount”).  The Administrative Agent shall advise the Borrower
of the expected Periodic Deferred Amount no later than three (3) Business Days
prior to the applicable Interest Payment Date.  On each Principal
Installment Payment Date and on the Maturity Date, the sum of the Periodic
Deferred Amounts calculated in accordance with this Section 2.06(d) since
the previous Principal Installment Payment Date or, with respect to the first
Principal Installment Payment Date, since the Restatement Effective Date, shall
be added to the principal balance of the Loans.  All such deferred
interest (x) shall be referred to in the aggregate as “Capitalized
Interest”, (y) shall be treated as an additional principal amount due
under, and evidenced by, this Agreement, and (z) shall bear interest, from such
Principal Installment Payment Date until paid in full, at the rate per annum
otherwise applicable to Loans, pursuant to Section 2.06 (a),
(b) or (c) above, as
applicable.  To the extent that the Interest Payment Dates and the
Principal Installment Payment Dates for any period do not coincide, the
calculation shall be adjusted accordingly.

     

    (e)           All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate or LIBO
Rate shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.

     

    SECTION
2.07.  Alternate Rate of
Interest.  If prior to the commencement of any Interest Period
for a Eurodollar Borrowing:

     

    (a)           the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the LIBO Rate for such Interest Period; or

     

    (b)           the
Administrative Agent is advised by the Required Lenders that the LIBO Rate for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
in such Borrowing for such Interest Period;

     

    then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter, any Interest
Election Request shall be ineffective, and all Loans shall convert automatically
on the last day of the applicable Interest Period then in effect to Loans that
bear interest at the Alternate Base Rate plus the Applicable Margin, until such
time as the Administrative Agent, at the direction of the Required Lenders,
determines that such circumstances set forth in Section 2.07(a) or
(b) are no
longer in effect.

     

    
      
        
        

      

      
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    SECTION
2.08.  Increased
Costs.

     

    (a)           If
any Change in Law shall:

     

    (i)           impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender; or

     

    (ii)           impose
on any Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan) or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.

     

    (b)           If
any Lender determines that any Change in Law regarding capital requirements has
or would have the effect of reducing the rate of return on such Lender's capital
or on the capital of such Lender's holding company, if any, as a consequence of
this Agreement or the Loans made by such Lender to a level below that which such
Lender or such Lender's holding company could have achieved but for such Change
in Law (taking into consideration such Lender's policies and the policies of
such Lender's holding company with respect to capital adequacy), then from time
to time the Borrower will pay to such Lender such additional amount or amounts
as will compensate such Lender or such Lender's holding company for any such
reduction suffered.

     

    (c)           A
certificate of a Lender setting forth the amount or amounts necessary to
compensate such Lender or its holding company as specified in paragraph (a)
or (b) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error.  The Borrower shall pay such Lender
the amount shown as due on any such certificate within ten (10) days after
receipt thereof.

     

    (d)           Failure
or delay on the part of any Lender to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender's right to demand such
compensation; provided that the
Borrower shall not be required to compensate a Lender pursuant to this Section
for any increased costs or reductions incurred more than 180 days prior to the
date that such Lender notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 180-day period referred to above shall be extended to include the
period of retroactive effect thereof.

     

    SECTION
2.09.  Break
Funding Payments.  In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.02(b) and
is revoked in accordance therewith) or (d) the assignment of any Eurodollar
Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower pursuant to Section 2.12,
then, in any such event, the Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event.  Such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
LIBO Rate that would have been applicable to such Loan, for the period from the
date of such event to the last day of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, for the period
that would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for dollar deposits of a comparable amount and period from other
banks in the eurodollar market.  A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error.  The Borrower shall pay such Lender the amount shown
as due on any such certificate within ten (10) days after receipt
thereof.

     

    
      
        
        

      

      
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    SECTION
2.10.  Taxes.

     

    (a)           Any
and all payments by or on account of any obligation of the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

     

    (b)           In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

     

    (c)           The
Borrower shall indemnify the Administrative Agent and each Lender, within ten
(10) days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the
case may be, on or with respect to any payment by or on account of any
obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender, or by the Administrative Agent
on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

     

    
      
        
        

      

      
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    (d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

     

    (e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate.

     

    (f)           If
the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.10, it
shall pay over such refund to the Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section 2.10 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. This Section shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to
the Borrower or any other Person.

     

    SECTION
2.11.  Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.

     

    (a)           The
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or other amounts payable under Section 2.08, 2.09 or 2.10, or otherwise)
prior to 12:00 p.m. noon, New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim.  Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such
payments shall be made to the Administrative Agent at its offices at 1211 Avenue
of the Americas, New York, New York, except that payments pursuant to Sections 2.08, 2.09, 2.10 and 9.03 shall be made
directly to the Persons entitled thereto.  The Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt
thereof.  If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension.  All
payments hereunder shall be made in dollars.

     

    
      
        
        

      

      
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    (b)           If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees
then due hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties,
and (ii) second, towards payment of principal then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal then
due to such parties.

     

    (c)           If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans resulting in such Lender receiving payment of a greater proportion of
the aggregate amount of its Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans
of other Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Loans; provided that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans to any assignee
or participant, other than to the Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall
apply).  The Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

     

    (d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due.  In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

     

    SECTION
2.12.  Mitigation Obligations;
Replacement of Lenders.

     

    (a)           If
any Lender requests compensation under Section 2.08, or
if the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 2.10,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.08 or 2.10, as the case may
be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

     

    
      
        
        

      

      
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    (b)           If
(i) any Lender requests compensation under Section 2.08,
(ii) the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.10,
(iii) any Lender defaults in its obligation to fund Loans hereunder or (iv) in
connection with any proposed amendment, modification, termination, waiver or
consent with respect to any of the provisions hereof as contemplated by Section 9.02, the
consent of Required Lenders shall have been obtained but the consent of one or
more of such other Lenders whose consent is required shall not have been
obtained, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04),
all its interests, rights and obligations under this Agreement (other than any
outstanding Competitive Loans held by it) to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.08 or
payments required to be made pursuant to Section 2.10,
such assignment will result in a reduction in such compensation or
payments.  A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

     

    
      
        
        

      

      
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    SECTION
2.13.  Extension of Maturity
Date.  Unless the maturity of the Loans has been accelerated
pursuant to the terms hereof, the initial Maturity Date shall be extended for a
period of one (1) year on each of the first anniversary of the Restatement
Effective Date and the second anniversary of the Restatement Effective Date,
provided that
on the date of each such extension (x) no Default or Event of Default has
occurred and is continuing or would be caused by any such extension, and (y) the
Senior Secured Maturity Date is extended by one (1) year to coincide with the
Maturity Date as extended pursuant hereto; provided further,
that the Administrative Agent has received (x) notice from the Borrower of such
extension at least 10 days prior to the date of any such extension and (y)
evidence satisfactory to the Administrative Agent in its sole discretion
(promptly copied to the Lenders) that the conditions to any such extension set
forth in this Section
2.13 (including calculations all in reasonable detail demonstrating
compliance with the financial covenants hereunder) are met as of the date of
such notice and of such extension.

     

    ARTICLE
III

     

    Representations and
Warranties

     

    The
Borrower represents and warrants to the Lenders that:

     

    SECTION
3.01.  Organization;
Powers.  Each of the Borrower and its Subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is
required.

     

    SECTION
3.02.  Authorization;
Enforceability.  The Transactions are within the Borrower's
corporate powers and have been duly authorized by all necessary corporate and,
if required, stockholder action.  Each Loan Document has been duly
executed and delivered by the Borrower and constitutes a legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

     

    SECTION
3.03.  Governmental Approvals; No
Conflicts.  The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect, (b) will not violate any applicable law or regulation or
the charter, by-laws or other organizational documents of the Borrower or any of
its Subsidiaries or any order of any Governmental Authority, (c) will not
violate or result in a default under any indenture, agreement or other
instrument binding upon the Borrower or any of its Subsidiaries or its assets,
or give rise to a right thereunder to require any payment to be made by the
Borrower or any of its Subsidiaries, and (d) will not result in the creation or
imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries.

     

    
      
        
        

      

      
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    SECTION
3.04.  Financial Condition; No
Material Adverse Change.

     

    (a)           The
Borrower has heretofore furnished to the Lenders (i) its audited consolidated
balance sheet and statements of income, stockholders equity and cash flows as of
and for the fiscal year ended December 31, 2007, reported on by Ernst &
Young LLP, independent public accountants and (ii) its unaudited consolidated
balance sheet and statements of income, stockholders equity and cash flows as of
and for the 9 months ended September 30, 2008 as they appear on Form
10-Q.  Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Borrower and its consolidated Subsidiaries as of such dates and for such periods
in accordance with GAAP.  Except as referred to or reflected or
provided in such audited balance sheets (or the related footnotes) as at
December 31, 2007, in the Borrower’s report on Form 10-K for the fiscal year
ended December 31, 2007, none of the Borrower nor any of its Subsidiaries has on
the Restatement Effective Date any material contingent liabilities, liabilities
for taxes, unusual forward or long-term commitments or unrealized or anticipated
losses from any unfavorable commitments that are required to be disclosed by
GAAP or in such reports on Form 10-K.

     

    (b)           Since
December 31, 2008, there has been no material adverse change in the business,
assets, operations, prospects or condition, financial or otherwise, of the
Borrower and its Subsidiaries, taken as a whole.

     

    SECTION
3.05.  Properties.

     

    (a)           Each
of the Borrower and its Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business,
except for minor defects in title that do not interfere with its ability to
conduct its business as currently conducted or to utilize such properties for
their intended purposes.

     

    (b)           Each
of the Borrower and its Subsidiaries owns, or is licensed to use, all
trademarks, trade names, copyrights, patents and other intellectual property
material to its business, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

     

    SECTION
3.06.  Litigation and Environmental
Matters.

     

    (a)           There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the
Transactions.

     

    (b)           Except
for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental
Liability.

     

    
      
        
        

      

      
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    (c)           Since
the date of this Agreement, there has been no change in the status of the
Disclosed Matters that, individually or in the aggregate, has resulted in, or
materially increased the likelihood of, a Material Adverse Effect.

     

    SECTION
3.07.  Compliance with Laws and
Agreements.  Each of the Borrower and its Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  No Default or Event of Default has
occurred and is continuing.

     

    SECTION
3.08.  Investment Company
Status.  Neither the Borrower nor any of its Subsidiaries is an
“investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended.

     

    SECTION
3.09.  Taxes.  Each
of the Borrower and its Subsidiaries has timely filed or caused to be filed all
Tax returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except (a) Taxes that are
being contested in good faith by appropriate proceedings and for which the
Borrower or such Subsidiary, as applicable, has set aside on its books adequate
reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

     

    SECTION
3.10.  ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.  The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$5,000,000 the fair market value of the assets of such Plan, and the present
value of all accumulated benefit obligations of all underfunded Plans (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $5,000,000 the fair market value of
the assets of all such underfunded Plans.

     

    SECTION
3.11.  Disclosure.  The
Borrower has disclosed to the Lenders all agreements, instruments and corporate
or other restrictions to which it or any of its Subsidiaries is subject, and all
other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.  None
of the reports, financial statements, certificates or other information
furnished by or on behalf of the Borrower to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

     

    
      
        
        

      

      
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    SECTION
3.12.  Solvency.  The
Borrower and its consolidated Subsidiaries have capital sufficient to carry on
their business and transactions and all business and transactions in which they
are about to engage and are now solvent and able to pay their respective
Indebtedness as such Indebtedness mature, and the Borrower and its consolidated
Subsidiaries now own property and assets having a value, at fair valuation,
greater than the amount required to pay their existing
Indebtedness.

     

    SECTION
3.13.  Subsidiaries.  Set
forth in Schedule
3.13 is a complete and correct list of all of the Subsidiaries of the
Borrower as of the date hereof, together with, for each such Subsidiary, (a) the
jurisdiction of organization of such Subsidiary, (b) each Person holding Equity
Interests of such Subsidiary and (c) the nature of the Equity Interests held by
each such Person and the percentage of ownership of such Subsidiary represented
by such Equity Interests. Except as disclosed in Schedule 3.13, as of
the date hereof, (i) each of the Borrower and its Subsidiaries owns, free and
clear of Liens (other than Liens permitted in Section 6.02(b)), and
has the unencumbered right to vote, all outstanding Equity Interests in each
Person shown to be held by it in Schedule 3.13, (ii)
all of the issued and outstanding capital stock of each such Person organized as
a corporation is validly issued, fully paid and nonassessable and (iii) there
are no outstanding subscriptions, options, warrants, commitments, preemptive
rights or agreements of any kind (including any shareholders’ or voting trust
agreements) for the issuance, sale, registration or voting of, or securities
convertible into, any additional shares of capital stock of any class of, or
partnership or other ownership interests of any type in, any
Subsidiary.

     

    SECTION
3.14.  REIT
Qualification.  The Borrower has elected to be taxed as a “real
estate investment trust” under the Code.  The Borrower has qualified
as a “real estate investment trust” under the Code for its taxable year ended
December 31, 2008.  The Borrower’s present and contemplated
operations, assets and income will enable the Borrower to meet the requirements
for qualification and taxation as a “real estate investment trust” under the
Code.

     

    SECTION
3.15.  Use
of Proceeds; Margin Regulations.  The proceeds of the Loans are
to be used solely for general corporate purposes and for general working capital
needs not in contravention of Article
VI.  Not more than 25% of the assets of the Borrower and its
Subsidiaries on a consolidated basis consists of any Margin Stock, and no part
of the proceeds of any Loan will be used to buy or carry any Margin Stock in
violation of Regulation U.  Neither the Borrower nor any Subsidiary is
generally engaged in the business of buying or selling Margin Stock or extending
credit for the purpose of buying or carrying Margin Stock.

     

    SECTION
3.16.  Insurance.  The
properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Borrowers, in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses in localities where the
Borrower or its applicable Subsidiary operates.

     

    SECTION
3.17.  Labor
Matters.  Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect:  (a) there are no strikes
or other labor disputes against the Borrower or any of its Subsidiaries pending
or, to the knowledge of the Borrower, threatened; (b) hours worked by and
payment made to employees of the Borrower or any of its Subsidiaries have not
been in violation of the Fair Labor Standards Act or any other applicable Law
dealing with such matters; and (c) there are no complaints or charges against
the Borrower or any of its Subsidiaries pending or, to the knowledge of the
Borrower, threatened to be filed with any Governmental Authority or arbitrator
based on, arising out of, in connection with, or otherwise relating to the
employment or termination of employment by the Borrower of any individual which
could reasonably be expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    SECTION
3.18.  Brokers’
Fees.  Neither the Borrower nor any Subsidiary has any
obligation to any Person in respect of any finder’s, broker’s, investment
banking or other similar fee in connection with the Transactions.

     

    SECTION
3.19.  Security
Agreement.  The Pledge and Security Agreement is effective to
create in favor of the Administrative Agent, for the benefit of the Secured
Parties, a legal, valid and enforceable security interest in the Collateral to
the extent that a security interest can be created in such property under the
Uniform Commercial Code, and the Pledge and Security Agreement, together with
the Securities Account Control Agreement, shall constitute a fully perfected
first-priority Lien on, and security interest in all right, title and interest
of the Borrower thereunder in such Collateral.

     

    ARTICLE
IV

     

    Conditions

     

    SECTION
4.01.  Restatement Effective
Date.  The obligations of the Lenders to enter into this
Agreement shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section
9.02):

     

    (a)           The
Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party
or (ii) written evidence satisfactory to the Administrative Agent (which may
include telecopy transmission of a signed signature page of this Agreement) that
such party has signed a counterpart of this Agreement.

     

    (b)           The
Administrative Agent shall have received favorable written opinions (addressed
to the Administrative Agent and the Lenders and dated the Restatement Effective
Date) of each of Paul, Hastings, Janofsky & Walker LLP and Venable LLP as
counsel for the Borrower, all in form and substance satisfactory to the
Administrative Agent, and covering such other matters relating to the Borrower,
this Agreement or any Transaction as the Required Lenders shall reasonably
request.  The Borrower hereby requests such counsels to deliver such
opinions.

     

    (c)           The
Administrative Agent shall have received such evidence as the Administrative
Agent or its counsel may reasonably request that all Collateral shall have been
credited to the Securities Account.

     

    
      
        
        

      

      
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    (d)           The
Administrative Agent shall have received a perfected, first priority security
interest in the Securities Account and all other Collateral.

     

    (e)           
The Administrative Agent shall have received a copy of (i) the Pledge and
Security Agreement, and (ii) the Securities Account Control Agreement, duly
executed and delivered by each of the parties thereto.

     

    (f)           The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Borrower, the authorization of
the Transactions and any other legal matters relating to the Borrower, this
Agreement or the Transactions, all in form and substance satisfactory to the
Administrative Agent and its counsel.

     

    (g)           The
Administrative Agent shall have received a certificate, dated the Restatement
Effective Date and signed by the President, a Vice President or a Financial
Officer of the Borrower, confirming compliance with the conditions set forth in
paragraphs (k), (l) and (m) of this Section 4.01.

     

    (h)           The
Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Restatement Effective Date, including (i) to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower hereunder and (ii) the Administrative
Agent Restatement Fee.

     

    (i)           The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request evidencing the
creation of the Securities Account at the Securities Intermediary.

     

    (j)           Administrative
Agent (or its counsel) shall have received (x) from each party thereto
(i) a counterpart of each Plan Amendment Agreement signed on behalf of such
party or (ii) written evidence satisfactory to the Administrative Agent (which
may include telecopy transmission of a signed signature page of each Plan
Amendment Agreement) that such party has signed a counterpart of such Plan
Amendment Agreement and (y) a certificate, dated the Restatement Effective Date
and signed by the President, a Vice President or a Financial Officer of the
Borrower, attaching true, complete and correct copies of each Plan Amendment
Agreement and certifying that each such copy conforms to the
original.

     

    (k)           The
representations and warranties of the Borrower set forth in this Agreement and
each of the Loan Documents shall be true and correct on and as of the
Restatement Effective Date.

     

    (l)           
No Default or Event of Default shall have occurred and be continuing on and as
of the Restatement Effective Date.

     

    (m)          All
waivers and consents necessary for the restructuring of the Borrower’s debt in
connection with the Transaction and the Plan Amendment Agreements shall have
been received and obtained, and no payment was made in connection with such
waivers or consents other than payments made in accordance with this Agreement
or the Plan Amendment Agreements.

     

    
      
        
        

      

      
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    The
Administrative Agent shall notify the Borrower and the Lenders of the
Restatement Effective Date, and such notice shall be conclusive and
binding.

     

    ARTICLE
V

     

    Affirmative
Covenants

     

    Until all
Obligations shall have been paid in full in cash, the Borrower covenants and
agrees with the Lenders that:

     

    SECTION
5.01.  Financial Statements;
Ratings Change and Other Information.  The Borrower will
furnish to the Administrative Agent and each Lender:

     

    (a)           as
soon as available and in any event within ninety (90) days after the end of each
fiscal year, the audited consolidated balance sheet and related statements of
operations, changes in shareholders’ equity and cash flows of the Borrower (to
the extent not publicly available) as of the end of and for each fiscal year of
the Borrower, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Ernst & Young LLP or other
independent public accountants of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;

     

    (b)           as
soon as available and in any event within forty-five (45) days after the end of
each fiscal quarter, the consolidated balance sheet and related statements of
operations, changes in shareholders’ equity and cash flows of the Borrower (to
the extent not publicly available) as of the end of and for each of the first
three fiscal quarters of each fiscal year of Borrower and the then elapsed
portion of each such fiscal year, setting forth in each case in comparative form
the figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous fiscal year, all certified by the
chief financial officer of the Borrower as presenting fairly in all material
respects the consolidated financial condition and results of operations of the
Borrower and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and
the absence of footnotes, and together with the reports furnished pursuant to
this Section
5.01(b), details of the Borrower’s cash accounts at each quarter end and
a schedule of the Borrower’s Excess Cash, Unrestricted Cash and Unfunded
Commitments;

     

    (c)           as
soon as available and in any event (i) within thirty (30) days following the end
of each calendar month commencing with April 2009, unaudited monthly financial
statements, and (ii) within ten (10) Business Days following the end of each
calendar month, reports on asset level performance for all of the
Collateral;

     

    
      
        
        

      

      
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    (d)           an
annual budget no later than 60 days after the end of each fiscal
year;

     

    (e)           concurrently
with any delivery of financial statements under clause (a), (b) and
(c) above, a certificate of a Financial Officer of the Borrower
(i) certifying as to whether a Default or Event of Default has occurred
and, if a Default or Event of Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto,
(ii) setting forth reasonably detailed calculations demonstrating
compliance with Sections 5.11,
6.01, 6.04 6.08, and 6.09, and
(iii) stating whether any change in GAAP or in the application thereof has
occurred since the date of the audited financial statements referred to in Section 3.04
and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate;

     

    (f)           to
the extent not publicly available, copies of all periodic and other reports,
proxy statements and other materials filed by the Borrower or any Subsidiary
with the SEC or the NYSE, any other national securities exchange, any
commodities exchange or any self-regulatory organization, or distributed by the
Borrower to its shareholders generally, as the case may be; and

     

    (g)           promptly
following any request therefor, such other information that is regularly
prepared by the Borrower regarding the operations, business affairs and
financial condition of the Borrower or any Subsidiary (including, without
limitation, details of Borrower’s cash accounts at each quarter end and a
schedule of its Unfunded Commitments), or compliance with the terms of this
Agreement, as the Administrative Agent or any Lender may reasonably
request.

     

    SECTION
5.02.  Notices of Material
Events.  The Borrower will furnish to the Administrative Agent
and each Lender prompt written notice of the following:

     

    (a)           the
occurrence of any Default or Event of Default;

     

    (b)           the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any
Subsidiary thereof that, if adversely determined, could reasonably be expected
to result in a Material Adverse Effect;

     

    (c)           (i)
any failure to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any
Environmental Law, (ii) any Environmental Liability, (iii) a notice of any claim
with respect to any Environmental Liability or (iv) knowledge of any basis for
any Environmental Liability, in each case, that, individually, or in the
aggregate, could reasonably be expected to result in a Material Adverse
Effect;

     

    (d)           the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability
of the Borrower and its Subsidiaries in an aggregate amount exceeding
$5,000,000; and

     

    
      
        
        

      

      
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    (e)           any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect;

     

    (f)           (i)
any election to extend the maturity date of any Amended Senior Secured Credit
Facility and (ii) the extension of the maturity date of any Amended Senior
Secured Credit Facility;  and

     

    (g)           the
occurrence of any default, event of default or Valuation Test Failure (as such
term is defined in any Amended Senior Secured Credit Facility) under any Amended
Senior Secured Credit Facility.

     

    Each
notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

     

    SECTION
5.03.  Existence; Conduct of
Business.  The Borrower will, and will cause each of its
Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of its business;
provided that
the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03.

     

    SECTION
5.04.  Payment of
Obligations.  The Borrower will, and will cause each of its
Subsidiaries to, pay its obligations, including Tax liabilities, that, if not
paid, could result in a Material Adverse Effect before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) the Borrower or
such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP and (c) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse
Effect.

     

    SECTION
5.05.  Maintenance of Properties;
Insurance.  The Borrower will, and will cause each of its
Subsidiaries to, (a) keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear
excepted, and (b) maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customarily
maintained by companies engaged in the same or similar businesses operating in
the same or similar locations.

     

    SECTION
5.06.  Books
and Records; Inspection Rights.  The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries are made of all dealings and transactions
in relation to its business and activities.  The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior notice, to visit
and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as
reasonably requested.

     

    SECTION
5.07.  Compliance with
Laws.  The Borrower will, and will cause each of its
Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

     

    
      
        
        

      

      
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    SECTION
5.08.  Use
of Proceeds.  The proceeds of the Loans will be used solely for
general corporate purposes and general working capital needs of the Borrower not
in contravention of Article
VI.  Not more than 25% of the assets of the Borrower and its
Subsidiaries on a consolidated basis will consist of any Margin Stock, and no
part of the proceeds of any Loan will be used to buy or carry any Margin Stock
in violation of Regulation U.  Neither the Borrower nor any Subsidiary
will be engaged in the business of buying or selling Margin Stock or extending
credit for the purpose of buying or carrying Margin Stock.

     

    SECTION
5.09.  REIT
Status.  The Borrower shall timely elect that the Borrower be
treated as a “real estate investment trust”, and to maintain in effect the
Borrower’s status as a “real estate investment trust” under the Code following
such election.

     

    SECTION
5.10.  Key
Employees.  The Borrower shall cause John Klopp and/or Stephen
Plavin to 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 or have resigned, a
replacement(s) acceptable to the Lenders in their sole and absolute discretion
shall be appointed within thirty (30) days after the departure of such
persons.

     

    SECTION
5.11.  Liquidity.   The
Borrower will maintain, at all times, a minimum Liquidity of $7,000,000 in
fiscal year 2009 and $5,000,000 thereafter.

     

    ARTICLE
VI

     

    Negative
Covenants

     

    Until all
Obligations shall have been paid in full in cash, the Borrower covenants and
agrees with the Lenders that:

     

    SECTION
6.01.  Indebtedness.  The
Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume or permit to exist any Indebtedness other than the Indebtedness
incurred as of the Restatement Effective Date and set forth on Schedule 6.01;
provided, that additional Indebtedness may be incurred by the Borrower or any of
its Subsidiaries so long as the following conditions are satisfied (and the
Borrower agrees to furnish the Administrative Agent evidence of the satisfaction
thereof within three (3) Business Days of the incurrence of such Indebtedness):
(i) to the extent that the Indebtedness is incurred in connection with a
Permitted Disposition (as defined in each Amended Senior Secured Credit
Facility), the Net Proceeds (as defined in each Amended Senior Secured Credit
Facility) of such Permitted Disposition are applied in accordance with each
Amended Senior Secured Credit Facility, (ii) to the extent that such new
Indebtedness is unsecured (and subordinate to all obligations owed by the
Borrower under each Amended Senior Secured Credit Facility and this Agreement)
or incurred through the pledge of unencumbered assets, 100% of the Net Proceeds
are deposited in the CT Cash Account and (iii) to the extent that such new
Indebtedness is recourse only to the extent that it replaces existing recourse
Indebtedness or is subordinate to all obligations owed under any Amended Senior
Secured Credit Facility and this Agreement.

     

    
      
        
        

      

      
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    SECTION
6.02.  Liens.  The
Borrower will not create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any
thereof, except:

     

    (a)           Permitted
Encumbrances;

     

    (b)           any
Lien on any property or asset of the Borrower existing on the date hereof and
set forth in Schedule
6.02; provided that (i) such Lien shall not apply to any other property
or asset of the Borrower and (ii) such Lien shall secure only those obligations
which it secures on the date hereof and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof;
and

     

    (c)           any
Lien on any property or asset of the Borrower that secures Indebtedness
permitted by Section 6.01 that is permitted to be
secured thereunder.

     

    SECTION
6.03.  Mergers, Consolidations,
Sales of Assets, etc.

     

    (a)           The
Borrower will not, and will not permit any of its Subsidiaries to, merge,
dissolve, liquidate, consolidate with or into any other Person, or permit any
other Person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
substantially all of the assets of the Borrower and the Subsidiaries, taken as a
whole (whether now owned or hereafter acquired); provided that, if at
the time thereof and immediately after giving effect thereto no Default shall
have occurred and be continuing, (1) any Person may merge into the Borrower in a
transaction in which the Borrower is the surviving entity, (2) any Person may
merge into any Subsidiary in a transaction in which the surviving entity is a
Subsidiary, (3) any Subsidiary may sell, transfer, lease or otherwise dispose of
its assets to the Borrower or to another Subsidiary, and (4) any Subsidiary may
liquidate or dissolve if the Borrower (x) determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and does not
materially and adversely affect the rights of Lenders hereunder and (y)
furnishes prior written notice to the Lenders.

     

    (b)           The
Borrower and its Subsidiaries shall continue in the primary line of business of
owning and managing loan assets and other debt investments and businesses
reasonably related thereto.

     

    SECTION
6.04.  Limitation on
Distributions.  The Borrower will not, and will not permit any
of its Subsidiaries to, 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 the
Borrower, 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 the
Borrower, either directly or indirectly, whether in cash or property or in
obligations of the Borrower or any Subsidiary, except to the minimum extent
required for the Borrower 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 the Borrower may make such distributions to the
Borrower.

     

    
      
        
        

      

      
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    SECTION
6.05.  Transactions with
Affiliates.  The Borrower will not, and will not permit any of
its Subsidiaries to, make any Restricted Payment or to sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) in the ordinary course of business at prices and
on terms and conditions not less favorable to the Borrower or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
(b) transactions between or among the Borrower and its wholly owned Subsidiaries
not involving any other Affiliate and (c) any Restricted Payment permitted by
Section
6.04.

     

    SECTION
6.06.  Restrictive
Agreements.  The Borrower will not, and will not permit any of
its Subsidiaries to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon (a) the ability of the Borrower or any Subsidiary to create,
incur or permit to exist any Lien upon any of its property or assets, or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect
to any shares of its capital stock or to make or repay loans or advances to the
Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or
any other Subsidiary; provided that the
foregoing shall not apply to (i) restrictions and conditions imposed by law or
by this Agreement, (ii) restrictions and conditions existing as of the date
hereof in the Amended Senior Secured Credit Facilities (but shall apply to any
extension or renewal of, or any amendment or modification expanding the scope
of, any such restriction or condition), (iii) customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary pending
such sale, provided such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder, (iv) (in the
case of clause (a) above) restrictions or conditions imposed by any agreement
relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness and customary provisions in leases and other contracts restricting
the assignment thereof and (v) restrictions or conditions imposed by any
agreement relating to any collateral securing Indebtedness permitted by this
Agreement.

     

    SECTION
6.07.  Organizational
Documents.  The Borrower shall not amend, modify or change its
Organizational Documents in a manner adverse to the Lenders.

     

    SECTION
6.08.  Fiscal Year 2009
Compensation.  The Borrower will not, and will not permit any
of its Subsidiaries to, permit total cash compensation (including base salary
and bonus) in the aggregate, for all employees of the Borrower and its
Subsidiaries other than the chief executive officer (“CEO”), the chief
operating officer (“COO”) and the chief
financial officer (“CFO”), to exceed $5.8
million for fiscal year 2009.  Subject to the limitation in the
preceding sentence, compensation for individual employees shall be determined by
the Borrower in its sole discretion.  For the Borrower’s CEO, COO and
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 Senior Secured Lenders and the Lenders and
must be approved by unanimous consent of a committee comprised of (x) a
representative selected by the Senior Secured Lenders, (y) a representative
selected by the Administrative Agent acting at the direction of the Required
Lenders and (z) a representative selected by the board of directors of the
Borrower.

     

    
      
        
        

      

      
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    SECTION
6.09.  New
Investments.  The Borrower will not, and will not permit any of
its Subsidiaries 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 the Borrower (or its Affiliates) is the
sponsor or manager, and (b) make protective investments to defend existing
Collateral or assets subject to any Loan Document or that are pledged as
collateral security for the Amended Senior Secured Credit
Facilities.  The Borrower will not, and will not permit any of its
Subsidiaries to make co-investments, (a) within the first six (6) months
following the Restatement Effective Date, (b) if the projected base management
fees generated by the proposed future fund over the first thirty-six (36) months
do not equal or exceed the co-investment commitment, and (c) if the total amount
of co-investment capital for all such proposed future funds would exceed
$10,000,000 without the prior written approval of each Senior Secured Lender and
the Required Lenders.  The Borrower will not, and will not permit any
of its Subsidiaries to make protective investments, in an amount for each
investment in excess of $5,000,000 per transaction or asset and the aggregate
amount of such investments, other than protective investments made in respect of
Transaction Assets or assets subject to another Senior Secured Facility, may not
exceed $5,000,000.

     

    SECTION
6.10.  Bankruptcy.  The
Borrower 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 the Borrower 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.

     

    SECTION
6.11.  Consent
Rights.  The Borrower will not amend, modify or otherwise agree
to any change in the applicable documents for any of the Collateral or other
underlying collateral thereunder, without the prior written consent of the
Administrative Agent and the Required Lenders.

     

    SECTION
6.12.  Amendments.  The
Borrower will not, and will not permit its Subsidiaries to, agree to any
amendment or modification to any Amended Senior Secured Credit Facility, without
the prior written consent of the Administrative Agent and the Required
Lenders.

     

    SECTION
6.13.  Deposit
Accounts.  The Borrower will not have any deposit accounts with
the Lenders or the Senior Secured Lenders, other than the Securities Account and
any account relating to the collateral securing the Obligations under the
Amended Senior Secured Credit Facilities; provided that the
Borrower may hold those deposit accounts in existence on the Restatement
Effective Date so long as (i) Borrower and its Subsidiaries will not transfer
any amounts into such deposit accounts from any CT Cash Account (ii) the amounts
held in any such deposit accounts held with JP Morgan Chase Bank, N. A. shall
not exceed $1,000,000, in aggregate, (iii) any amounts deposited into any such
accounts with JP Morgan Chase Bank, N. A. on or after the Restatement Effective
Date, shall be transferred to a CT Cash Account no later than two (2) Business
Days after the Borrower or any of its Subsidiaries becomes aware of any such
deposits and (iv) all such accounts are closed no later than June 30,
2009.

     

    
      
        
        

      

      
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    ARTICLE
VII

     

    Events of
Default

     

    If any of
the following events (“Events of Default”)
shall occur:

     

    (a)           the
Borrower shall fail to pay any principal of any Loan when and as the same shall
become due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise;

     

    (b)           the
Borrower shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a) of this Article)
payable under this Agreement, when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of five (5)
days;

     

    (c)           any
representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in or in connection with this Agreement or any other Loan
Document or any amendment or modification hereof or thereof or waiver hereunder
or thereunder, or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with this Agreement or any
amendment or modification hereof or waiver hereunder, shall prove to have been
incorrect in any material respect when made or deemed made;

     

    (d)           the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in (x) Section 5.01(a)
through (e)
(for which such failure shall continue unremedied for a period of three (3)
Business Days), (y) Section 5.02, 5.03 (with respect to
the Borrower's existence) or 5.08, 5.10 or 5.11 or (z) Article VI;

     

    (e)           the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or
(c) of this Article) or in any other Loan Document, and such failure shall
continue unremedied for a period of thirty (30) days after notice thereof
from the Administrative Agent to the Borrower (which notice will be given at the
request of any Lender);

     

    (f)           any
event or condition occurs that results in (i) any obligation or liability of the
Borrower under any note, indenture, loan agreement, guaranty, swap agreement or
any other contract to which it is a party (other than Indebtedness hereunder),
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 the Borrower (other than Indebtedness
hereunder) if the aggregate amount of such note, indenture, loan agreement,
guaranty, swap agreement, contract, credit facility 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;

     

    
      
        
        

      

      
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    (g)           an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of
(x) the Borrower or (y) any one or more Subsidiary or Affiliate of the Borrower
to which the Consolidated Tangible Net Worth attributable to such one or more
Subsidiary or Affiliate, individually, is $25,000,000 or more, or, in the
aggregate, is $50,000,000 or more (each such Subsidiary, a “Material
Subsidiary”), or any of its respective debts, or of a substantial part of
its respective assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or
(ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or a Material Subsidiary or for
a substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for thirty (30) days or an order or
decree approving or ordering any of the foregoing shall be entered;

     

    (h)           the
Borrower or any Material Subsidiary shall (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 (j) of this Article, (iii) apply for or
consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Material Subsidiary 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;

     

    (i)           the
Borrower or any Material Subsidiary shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due;

     

    (j)           one
or more judgments for the payment of money in an aggregate amount in excess of
$15,000,000 shall be rendered against the Borrower, any Subsidiary or any
combination thereof and the same shall remain undischarged for a period of
thirty (30) consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of the Borrower or any Subsidiary to enforce
any such judgment;

     

    (k)           an
ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other ERISA Events that have occurred, could
reasonably be expected to result in liability of the Borrower and its
Subsidiaries in an aggregate amount exceeding $5,000,000;

     

    
      
        
        

      

      
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    (l)           a
Change in Control shall occur; or

     

    (m)           any
security interest purported to be created by the Pledge and Security Agreement
shall cease to be, or shall be asserted by the Borrower or any other Person not
to be, a valid, perfected, first priority (except as otherwise expressly
provided in this Agreement or such Pledge and Security Agreement) security
interest in the Collateral covered thereby;

     

    then, and
in every such event (other than an event with respect to the Borrower described
in clause (g) or (h) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent, at the request of the
Required Lenders, shall, by notice to the Borrower, declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become  due and
payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower; and in case of any event
with respect to the Borrower described in clause (g) or (h) of this Article, the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the
Borrower.

     

    ARTICLE
VIII

     

    The Administrative
Agent

     

    Each of
the Lenders hereby irrevocably appoints the Administrative Agent as its agent
and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the
terms of this Agreement and the other Loan Documents, together with such actions
and powers as are reasonably incidental thereto.

     

    The bank
serving as the Administrative Agent hereunder and under the other Loan Documents
shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not the Administrative Agent,
and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder or
under any other Loan Document.

     

    
      
        
        

      

      
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    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein or in any other Loan Document.  Without
limiting the generality of the foregoing, (a) the Administrative Agent
shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default or Event of Default has occurred and is continuing,
(b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02), and
(c) except as expressly set forth herein or in any other Loan Document, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or
any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity.  The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02) or
in the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default or
Event of Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with
this Agreement, (ii) the contents of any certificate, report or other
document delivered hereunder or under any other Loan Document or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or in any
other Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in Article IV or
elsewhere herein or in any other Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Administrative
Agent.

     

    The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

     

    The
Administrative Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers through
their respective Related Parties.  The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein or in any other Loan Document as well as
activities as Administrative Agent.

     

    
      
        
        

      

      
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    Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders and the Borrower.  Upon any such resignation,
the Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor.  If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may (in consultation with
the Borrower), on behalf of the Lenders, appoint a successor Administrative
Agent which shall be a bank with an office in New York, New York, or an
Affiliate of any such bank.  Upon the acceptance of its appointment as
Administrative Agent hereunder or under any other Loan Document by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under any other Loan Document.  The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent's resignation hereunder and
under any other Loan Document, the provisions of this Article and Section 9.03
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while it was acting as
Administrative Agent.

     

    Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any related agreement or
any document furnished hereunder or under any other Loan Document or
thereunder.

     

    ARTICLE
IX

     

    Miscellaneous

     

    SECTION
9.01.  Notices.

     

    (a)           Except
in the case of notices and other communications expressly permitted to be given
by telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:

     

    (i)          
 if to the Borrower, to it at Capital Trust, Inc., 410 Park Avenue, 14th
Floor, New York, NY 10022, Attention of Douglas N. Armer (Telecopy
No. (212) 655-0044), with a copy to Capital Trust, Inc., 410 Park Avenue,
14th Floor, New York, NY 10022, Attention of Geoffrey G. Jervis (Telecopy
No. (212) 655-0044) and Paul, Hastings, Janofsky
& Walker LLP, 75 East 55th Street, New York, NY 10022, Attention of Robert
J. Grados, ESQ. (Telecopy No. (212) 230-7830);

     

    (ii)           if
to the Administrative Agent, to WestLB AG, New York Branch, 1211 Avenue of the
Americas, New York, New York 10036, Attention of Petra Fishert (Telecopy No.
(212) 597-1157), with a copy to WestLB AG, New York Branch, 1211 Avenue of the
Americas, New York, New York 10036, Attention of Andrea Bailey (Telecopy No.
(212) 302-7946) with an electronic copy to NYC_Agency_Services@Westlb.com; or to
such other address as may be designated in writing to the parties hereto upon
the appointment of a successor Administrative Agent in accordance with the terms
of Article VIII;

     

    
      
        
        

      

      
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    (iii)           if
to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.

     

    (b)           Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the Administrative Agent and the applicable
Lender.  The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

     

    (c)           Any
party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

     

    SECTION
9.02.  Waivers;
Amendments.

     

    (a)           No
failure or delay by the Administrative Agent or any Lender in exercising any
right or power hereunder or under any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right and power.  The rights and remedies of the Administrative
Agent and the Lenders hereunder or under any other Loan Document are cumulative
and are not exclusive of any rights or remedies that they would otherwise
have.  No waiver of any provision of this Agreement or consent to any
departure by the Borrower therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given.  Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default or Event of Default, regardless of whether the Administrative Agent or
any Lender may have had notice or knowledge of such Default or Event of Default
at the time.

     

    (b)           Neither
this Agreement nor any other Loan Document or any provision hereof or thereof
may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by the Borrower and the Required Lenders or by the
Borrower and the Administrative Agent with the consent of the Required Lenders;
provided that
no such agreement shall (i) subject any Lender to any additional obligation
hereunder without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or reduce the rate of interest thereon, or reduce any fees
payable hereunder without the written consent of each Lender, (iii), except as
permitted in Section
2.13, postpone the scheduled date of payment of the principal amount of
any Loan, or any interest thereon, or any fees payable hereunder or reduce the
amount of, waive or excuse any such payment, without the written consent of each
Lender, (iv) change Section 2.11(b)
or (c) in a
manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, or (v) change any of the provisions
of Section
5.10, this Section or the definition of “Required Lenders” or any other
provision hereof or of any other Loan Document specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder or
under any other Loan Document or make any determination or grant any consent
hereunder or under any other Loan Document, without the written consent of each
Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder or under any other Loan Document without the
prior written consent of the Administrative Agent.

     

    
      
        
        

      

      
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    SECTION
9.03.  Expenses; Indemnity; Damage
Waiver.

     

    (a)           The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
(x) the preparation and administration of this Agreement and the other Loan
Documents and (y) any amendments, modifications or waivers of the provisions
hereof or of any other Loan Document (whether or not the Transactions or any
transactions contemplated thereby shall be consummated) and (ii) all
out-of-pocket expenses incurred by the Administrative Agent or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Obligations, including all such
out-of-pocket expenses incurred during  any workout, restructuring or
negotiations in respect of such Obligations.

     

    (b)           The
Borrower shall indemnify the Administrative Agent and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement or any other Loan Document
or any agreement or instrument contemplated hereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the
consummation of the Transactions, (ii) any Loan or the use of the proceeds
therefrom, (iii) any Collateral, (iv) any actual or alleged presence
or release of Hazardous Materials on or from any property owned or operated by
the Borrower or any of its Subsidiaries, or any Environmental Liability related
in any way to the Borrower or any of its Subsidiaries, or (v) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such
Indemnitee.

     

    (c)           To
the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent such Lender's
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such.

     

    
      
        
        

      

      
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    (d)           To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, any Transaction or
any Loan or the use of the proceeds thereof, any Collateral or of any other Loan
Document.

     

    (e)           All
amounts due under this Section shall be payable not later than ten (10) Business
Days after written demand therefor.

     

    SECTION
9.04.  Successors and
Assigns.

     

    (a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder or under any other Loan Document without the
prior written consent of each Lender (and any attempted assignment or transfer
by the Borrower without such consent shall be null and void) and (ii) no Lender
may assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section.  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

     

    (b)           (i)  Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of the Loans at the time owing
to it) with the prior written consent (such consent not to be unreasonably
withheld or delayed) of:

     

    (A)           the
Borrower, provided that no consent of the Borrower shall be required for an
assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an
Event of Default has occurred and is continuing, any other
assignee;

     

    (B)           the
Administrative Agent, provided that no consent of the Administrative Agent shall
be required for an assignment of any Loan to an assignee that is a Lender
immediately prior to giving effect to such assignment; and

     

    (ii)           Assignments
shall be subject to the following additional conditions:

     

    (A)           except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Loans of any
Type, the amount of the Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $5,000,000 unless each of the Borrower and the Administrative Agent
otherwise consent, provided that no such consent of the Borrower shall be
required if an Event of Default has occurred and is continuing;

     

    
      
        
        

      

      
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    (B)           each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement;

     

    (C)           the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and

     

    (D)           the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire.

     

    For the
purposes of this Section 9.04(b), the
terms “Approved
Fund” and “Eligible Assignee”
have the following respective meanings:

     

    “Approved Fund” means
any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

     

    “Eligible Assignee”
means any of (a) any Lender or Affiliate thereof, (b) a commercial bank
having total assets in excess of $5,000,000,000, (c) the central bank of any
country which is a member of the Organization for Economic Cooperation and
Development and (d) a finance company or other financial institution, which is
regularly engaged in making, purchasing or investing in loans and having total
assets in excess of $500,000,000, reasonably acceptable to the Administrative
Agent.

     

    (iii)           Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.08,
2.09, 2.10 and 9.03).  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 9.04 shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.

     

    
      
        
        

      

      
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    (iv)           The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and principal amount of the Loans owing to, each Lender pursuant to
the terms hereof or of any other Loan Document from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

     

    (v)           Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section
and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

     

    (c)           (i)  Any
Lender may, without the consent of the Borrower and the Administrative Agent,
sell participations to one or more Eligible Assignees (a “Participant”) in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of the Loans owing to it); provided that
(A) such Lender's obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that
affects such Participant.  Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections
2.08, 2.09 and 2.10 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section.  To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.11(c) as
though it were a Lender.

     

    (ii)           A
Participant shall not be entitled to receive any greater payment under Section 2.08 or 2.10 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.10
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.10(e)
as though it were a Lender.

     

    (d)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

     

    
      
        
        

      

      
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    SECTION
9.05.  Survival.  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments  delivered in
connection with or pursuant to this Agreement shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement and the making of any Loans, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default or incorrect representation or warranty at the
time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and
unpaid.  The provisions of Sections 2.08, 2.09, 2.10 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the Transactions, the repayment of the Loans, or the termination of this
Agreement or any provision hereof.

     

    SECTION
9.06.  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and any separate letter agreements
with respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

     

    SECTION
9.07.  Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     

    SECTION
9.08.  Right
of Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured.  The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which
such Lender may have.

     

    
      
        
        

      

      
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    SECTION
9.09.  Governing Law; Jurisdiction;
Consent to Service of Process.

     

    (a)           This
Agreement shall be construed in accordance with and governed by the law of the
State of New York.

     

    (b)           The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court.  Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.  Nothing
in this Agreement shall affect any right that the Administrative Agent or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement against the Borrower or its properties in the courts of any
jurisdiction.

     

    (c)           The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any court referred to in paragraph (b) of this
Section.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

     

    (d)           Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01.  Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

     

    SECTION
9.10.  WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    
      
        
        

      

      
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    SECTION
9.11.  Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

     

    SECTION
9.12.  Confidentiality.  Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or under any other Loan Document or any suit, action or proceeding relating to
this Agreement or the enforcement of rights hereunder or under any other Loan
Document, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii)  any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Borrower
and its obligations, (g) with the consent of the Borrower or (h) to the
extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a non-confidential basis from a source
other than the Borrower.  For purposes of this Section, “Information” means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof such
information shall be deemed confidential unless identified at the time of
delivery as not confidential.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

     

    SECTION
9.13.  Interest Rate
Limitation.  Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan, together with all fees,
charges and other amounts which are treated as interest on such Loan under
applicable law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

     

    
      
        
        

      

      
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    SECTION
9.14.  USA
PATRIOT Act.  Each Lender that is subject to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Patriot
Act”) hereby notifies the Borrower that pursuant to the requirements of
the Act, it is required to obtain, verify and record information that identifies
the Borrower, which information includes the name and address of the Borrower
and other information that will allow such Lender to identify the Borrower in
accordance with the Patriot Act.

     

    SECTION
9.15.  General
Release.  For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, 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,

     

    (i)           hereby
releases and forever discharges the Administrative Agent and each Lender and
each of their Subsidiaries, Affiliates, their 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 (all of the foregoing, the “Released Parties”),
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 any Released Party, 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 Agreement, that is related to, in whole or in part,
directly or indirectly, the Transactions and the Loan Documents;
and

     

    (ii)           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 Loan
Documents, nor any counterclaims or other rights of action against the Released
Parties 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 Loan Documents, the Administrative Agent’s or any Lender’s
right, as applicable, to all proceeds of the Collateral, the existence,
validity, enforceability, or perfection of any security interest in favor of the
Administrative Agent, the conduct of the Administrative Agent in administering
the Loan Documents and any legal fees and expenses incurred by the
Administrative Agent under this Agreement or the other Loan
Documents.

     

    
      
        
        

      

      
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    SECTION
9.16.  Amendment and Restatement of
Existing Credit Agreement; No Novation.

     

    (a)           This
Agreement amends and restates in its entirety the Existing Credit Agreement and,
upon the effectiveness of this Agreement, the terms and provisions of the
Existing Credit Agreement shall be superseded hereby.

     

    (b)           Notwithstanding
the amendment and restatement of the Existing Credit Agreement by this
Agreement, all amounts owing to the Lenders under the Existing Credit Agreement
whether on account of principal, interest or otherwise which remain outstanding
as of the date hereof, shall constitute Obligations owing
hereunder.  This Agreement is given in substitution for the Existing
Credit Agreement, and not as payment of any amounts due by the Borrower
thereunder, and is in no way intended to constitute a novation of the Existing
Credit Agreement.

     

    (c)           Upon
the effectiveness of this Agreement, unless the context otherwise requires, each
reference to the Existing Credit Agreement in each document, instrument or
agreement executed and/or delivered in connection therewith shall mean and be a
reference to this Agreement.  Except as expressly modified as of the
Restatement Effective Date, each other document, instrument or agreement
executed and/or delivered in connection with the Existing Credit Agreement shall
remain in full force and effect and are hereby ratified and
confirmed.

     

    
      
        
        

      

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	BORROWER 	 
	 	 	 
	 	

                                            

                                              

                                                CAPITAL
      TRUST, INC., a Maryland
      corporation

                                              

                                            

                                          	 
	 	 	 	 
	
                                             

                                          	
                                            By:
      

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


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
          Signature
Page

          to

          Amended
and Restated Credit Agreement

        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	

                                              ADMINISTRATIVE AGENT: 

                                            	 
	 	 	 
	 	

                                              

                                                

                                                  WESTLB
      AG, NEW YORK BRANCH

                                                

                                              

                                            	 
	 	 	 	 
	
                                               

                                            	
                                              By:
      

                                            	/s/ Christian
      Reuhmer	 
	 	 	Name:  Christian
      Reuhmer	 
	 	 	Title: 
      Managing Director	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
            

          

        

        
          
          

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	 	 	 
	
                                         

                                      	
                                        By:
      

                                      	/s/ Petra
      Beckert 	 
	 	 	Name: 
      Petra Beckert	 
	 	 	
                                        Title: 
      Executive Director

                                      	 
	 	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
          

        

        
          
            Signature
Page

            to

            Amended
and Restated Credit Agreement

          

          
            

          

        

        
          
          

        

      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	

                                                  LENDERS:

                                                	 
	 	 	 
	 	

                                                  

                                                    

                                                      

                                                        WESTLB
      AG, NEW YORK BRANCH

                                                      

                                                    

                                                  

                                                	 
	 	 	 	 
	
                                                   

                                                	
                                                  By:
      

                                                	/s/ Christian Reuhmer	 
	 	 	Name: 
      Christian Reuhmer	 
	 	 	Title: 
      Managing Director	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
                
                

              

            

            
              
              

            

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	 	 	 
	
                                             

                                          	
                                            By:
      

                                          	/s/ Petra Beckert 	 
	 	 	Name: 
      Petra Beckert	 
	 	 	      
                                            Title: 
      Executive Director

                                          	 
	 	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
          
          

        

        
          
            Signature
Page

            to

            Amended
and Restated Credit Agreement

          

          
            

          

        

        
          
          

        

      

      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	

                                                        

                                                          

                                                            

                                                              

                                                                FORTIS
      BANK SA/NV, NEW YORK BRANCH

                                                              

                                                            

                                                          

                                                        

                                                      	 
	 	 	 	 
	
                                                         

                                                      	
                                                        By:
      

                                                      	/s/ Barry
      Chung	 
	 	 	Name: 
      Barry Chung	 
	 	 	Title: 
      Director	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                
                  
                  

                

              

              
                
                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	 	 	 
	
                                               

                                            	
                                              By:
      

                                            	/s/ Jack
Au	 
	 	 	Name: 
      Jack Au	 
	 	 	Title: 
      Director	 
	 	 	 	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

      

    

    
      
        
          
          

        

        
          
            Signature
Page

            to

            Amended
and Restated Credit Agreement

          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	 	 
	 	

                                                

                                                  

                                                    

                                                      MORGAN
      STANLEY BANK

                                                    

                                                  

                                                

                                              	 
	 	 	 	 
	
                                                 

                                              	
                                                By:
      

                                              	/s/ Charles
      O'Brien	 
	 	 	Name: 
      Charles O'Brien	 
	 	 	Title: 
      Chief Credit Officer	 
	 	 	 	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      
        
          
          

        

        
          
            Signature
Page

            to

            Amended
and Restated Credit Agreement

          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	 	 
	 	

                                                

                                                  

                                                    

                                                      JPMORGAN
      CHASE BANK, N.A., successor to BEAR
      STEARNS CORPORATE LENDING,
    INC.

                                                    

                                                  

                                                

                                              	 
	 	 	 	 
	
                                                 

                                              	
                                                By:
      

                                              	/s/ Kimberly
      Turner	 
	 	 	Name: 
      Kimberly Turner	 
	 	 	Title: 
      Executive Director	 
	 	 	 	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      
        
          
          

        

        
          
            Signature
Page

            to

            Amended
and Restated Credit Agreement

          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                	 	

                                                                                        

                                                                                          

                                                                                            

                                                                                              

                                                                                                

                                                                                                  DEUTSCHE
      BANK TRUST COMPANY AMERICAS

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      	 
	 	 	 	 
	
                                                                                         

                                                                                      	
                                                                                        By:
      

                                                                                      	/s/ James
      Rolison	 
	 	 	Name: 
      James Rolison	 
	 	 	Title: 
      Managing Director	 


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                                
                                                  
                                                  

                                                

                                              

                                              
                                                
                                                

                                              

                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	 	 	 	 
	
                                                                               

                                                                            	
                                                                              By:
      

                                                                            	/s/ R. Chris
      Jones	 
	 	 	Name: 
      R. Chris Jones	 
	 	 	Title: 
      Director	 
	 	 	 	 


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                           

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
          

        

        
          
            Signature
Page

            to

            Amended
and Restated Credit Agreement

          

          
            

          

        

        
          
          

        

      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	 
	 	

                                                  

                                                    

                                                      

                                                        

                                                          WELLS
      FARGO BANK, NATIONAL ASSOCIATION

                                                        

                                                      

                                                    

                                                  

                                                	 
	 	 	 	 
	
                                                   

                                                	
                                                  By:
      

                                                	/s/ Vanessa M.
      Rodriguez	 
	 	 	Name: 
      Vanessa M. Rodriguez	 
	 	 	Title: 
      Assistant Vice President	 
	 	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
          
          

        

        
          
            Signature
Page

            to

            Amended
and Restated Credit Agreement

          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Schedule 1.01

    


    
      	
               
      

            	
              ·

            	
              CT
      High Grade Partners II, LLC

            


    

    
      	
               
      

            	
              ·

            	
              CT
      High Grade Mezzanine Accounts

            


    

    
      	
               
      

            	
              ·

            	
              CT
      Mezzanine Partners III, Inc.

            


    

    
      	
               
      

            	
              ·

            	
              CTX
      Fund I, L.P.

            


    

    
      	
               
      

            	
              ·

            	
              CT
      Opportunity Partners I, LP

            


    

    
      	
               
      

            	
              ·

            	
              CT
      Large Loan 2006, Inc.

            


    

    
      
        	
                 
      

              	
                ·

              	
                all
      current and future subsidiaries of each of the
foregoing

              
	 	

                · 

              	all
      future investment management funds and accounts and each of their
      subsidiaries 

   

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
2.01

    


    Loans

     

    
      
        	
                LENDER

              	
                PRINCIPAL
      AMOUNT

                 

              
	
                WestLB
      AG, New York Branch

              	
                $25,000,000

              
	
                Fortis
      Bank SA/NV, New York Branch

              	
                $25,000,000

              
	
                Morgan
      Stanley Bank

              	
                $12,500,000

              
	
                JPMorgan
      Chase Bank, N.A.

              	
                $12,500,000

              
	
                Deutsche
      Bank Trust Company Americas

              	
                $10,000,000

              
	
                Wells
      Fargo Bank, National Association

              	
                $15,000,000

              
	
                TOTAL

              	
                $100,000,000

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
3.06

    


    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
3.13

    


    
      
        
          	
                  Entity

                	
                  Jurisdiction,
      type

                
	 	 
	
                  Capital
      Trust RE CDO 2004-1 Corp.

                	
                  Delaware
      Corporation

                
	
                  Capital
      Trust RE CDO 2004-1 Ltd.

                	
                  Cayman
      Island Exempted Company

                
	
                  Capital
      Trust RE CDO 2005-1 Ltd.

                	
                  Cayman
      Island Exempted Company

                
	
                  Capital
      Trust RE CDO Depositor

                	
                  Delaware
      Corporation

                
	
                  CDO
      V

                	
                  Cayman
      Island Exempted Company

                
	
                  Crossing
      HH, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      Asia Fund Manager, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      Bracor Holding LLC

                	
                  Delaware
      LLC

                
	
                  CT
      BSI Funding Corp.

                	
                  Delaware
      Corporation

                
	
                  CT
      CDO III Corp.

                	
                  Delaware
      Corporation

                
	
                  CT
      CDO III Ltd.

                	
                  Cayman
      Island Exempted Company

                
	
                  CT
      CDO III, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      CDO IV Corp.

                	
                  Delaware
      Corporation

                
	
                  CT
      CDO IV Ltd.

                	
                  Cayman
      Island Exempted Company

                
	
                  CT
      CDO IV, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      High Grade Mezzanine

                  Manager,
      LLC

                	
                  Delaware
      LLC

                
	
                  CT
      High Grade Partners II

                  Manager,
      LLC

                	
                  Delaware
      LLC

                
	
                  CT
      High Grade Partners II MM, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      Investment

                  Management
      Co., LLC

                	
                  Delaware
      LLC

                
	
                  CT
      Large Loan Manager, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      LF Funding Corp.

                	
                  Delaware
      Corporation

                
	
                  CT
      LH Finance Sub, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      OPI GP, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      OPI Investor, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      OPI Manager, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      Preferred Trust I

                	
                  Delaware
      Statutory Trust

                
	
                  CT
      Preferred Trust II

                	
                  Delaware
      Statutory Trust

                
	
                  CT
      Public Preferred Trust I

                	
                  Maryland
      Corporation

                
	
                  CT
      Public Preferred Trust II

                	
                  Maryland
      Corporation

                
	
                  CT
      Public Preferred Trust III

                	
                  Maryland
      Corporation

                
	
                  CT
      RE CDO 2004-1 Sub, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      RE CDO 2005-1 Corp.

                	
                  Delaware
      Corporation

                
	
                  CT
      RE CDO 2005-1 Sub, LLC

                	
                  Delaware
      LLC

                
	
                  CT
      Rosarito LLC

                	
                  Delaware
      LLC

                


           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          	
                  CT
      Rosarito Retail LLC

                	
                  Delaware
      LLC

                
	
                  CTAMPI
      MS, Ltd.

                	
                  Cayman
      Island Exempted Co.

                
	
                  CT-F2-GP,
      LLC

                	
                  Delaware
      LLC

                
	
                  CT-F2-LP,
      LLC

                	
                  Delaware
      LLC

                
	
                  CTIMCO
      China RO, LLC

                	
                  Delaware
      LLC

                
	
                  CTIMCO
      China RO, Ltd.

                	
                  Cayman
      Island Exempted Co.

                
	
                  CTIMCO
      CTX Manager, LLC

                	
                  Delaware
      LLC

                
	
                  CTIMCO
      Employee Sub, LLC

                	
                  Delaware
      LLC

                
	
                  CTIMCO
      Operating Subsidiary, LLC

                	
                  Delaware
      LLC

                
	
                  CTX
      CDO I Manager, LLC

                	
                  Delaware
      LLC

                
	
                  CTX
      Co-Invest Sub, LLC

                	
                  Delaware
      LLC

                
	
                  CTX
      Fund GP, LLC

                	
                  Delaware
      LLC

                
	
                  PRN
      Capital, LLC

                	
                  Delaware
      LLC

                
	
                  VCG
      Montreal Management, Inc.

                	
                  New
      York Corporation

                
	
                  VIC,
      Inc.

                	
                  Delaware
      Corporation

                
	
                  Victor
      Capital Group, LP

                	
                  Delaware
      LP

                
	
                  CT
      XLC Holding, LLC

                	
                  Delaware
      LLC

                
	 
      	 
      
	 
      	 
      


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Schedule
6.02

    


    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
6.06

    


    None

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
A

    


    ASSIGNMENT
AND ASSUMPTION

     

    This
Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the
“Assignor”) and
[Insert name of
Assignee] (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Amended and Restated Credit Agreement identified below (as amended, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

     

    For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the respective facilities
identified below and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including contract claims, tort claims, malpractice claims, statutory claims and
all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

     

    
      	
              1.

            	
              Assignor:

            	
              ______________________________

            
	
              2.

            	
              Assignee:

            	
              ______________________________

              [and
      is an Affiliate/Approved Fund of [identify
      Lender]]

            
	
              3.

            	
              Borrower(s):

            	
              Capital
      Trust, Inc.

            
	
              4.

            	
              Administrative
      Agent:

            	
              WestLB
      AG, New York Branch, as the administrative agent under the Amended and
      Credit Agreement

            
	
              5.

            	
              Credit
      Agreement:

            	
              The
      Amended and Restated Credit Agreement dated as of March 16, 2009 among
      Capital Trust, Inc., the Lenders parties thereto, WestLB AG, New York
      Branch, as Administrative Agent, and the other agents parties
      thereto

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            
              
                	
                        6.

                      	
                        Assigned
      Interest:

                      	
                         

                      


              

            

          

        

      

       

    

    
      
        
          
            
              
                
                  	
                          Aggregate
      Amount of Loans for all Lenders

                        	
                          Amount
      of Loans Assigned

                        	
                          Percentage
      Assigned of Loans1

                        
	
                          $

                        	
                          $

                        	
                          %

                        
	
                          $

                        	
                          $

                        	
                          %

                        
	
                          $

                        	
                          $

                        	
                          %

                        


                

              

            

          

        

      

    

     

    Effective
Date:   _____________ ___, 20___ [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]

     

    The terms
set forth in this Assignment and Assumption are hereby agreed to:

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                  

                                                

                                                
                                                  
                                                  

                                                

                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      	 	 	 	 
	 	 	 	 
	 	ASSIGNOR	 
	 	 	 
	 	[NAME
      OF ASSIGNOR] 	 
	 	 	 	 
	
                                                                                               

                                                                                            	
                                                                                              By:
      

                                                                                            	 	 
	 	 	Title: 	 
	 	 	 	 


                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                

                                              

                                              
                                                
                                                

                                              

                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      	 	 	 	 
	 	ASSIGNEE 	 
	 	 	 
	 	[NAME
      OF ASSIGNEE] 	 
	 	 	 	 
	
                                                                                               

                                                                                            	
                                                                                              By:
      

                                                                                            	 	 
	 	 	Title: 	 
	 	 	 	 


                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                           

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    ___________________  
      1 
Set forth, to at least 9 decimals, as a percentage of the Loans of all
Lenders thereunder.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                    

                                                  

                                                  
                                                    
                                                    

                                                  

                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	Consented
      to and Accepted:	 
	 	 
	

                                                                                                        WESTLB
      AG, NEW YORK BRANCH, as Administrative
      Agent

                                                                                                      	 
	 	 	 
	
                                                                                                        By:
      

                                                                                                      	 	 
	 	Title: 	 
	 	 	 


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                  

                                                

                                                
                                                  
                                                  

                                                

                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	 	 	 
	Consented
      to:	 
	 	 
	[NAME
      OF RELEVANT PARTY]	 
	 	 	 
	
                                                                                                    By:
      

                                                                                                  	 	 
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    ANNEX
1

     

    STANDARD
TERMS AND CONDITIONS FOR

    ASSIGNMENT
AND ASSUMPTION

     

    1.           Representations and
Warranties.

     

    1.1           Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other Loan Document, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of the
Credit Agreement or any other Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under the Credit Agreement or any
other Loan Document.

     

    1.2.           Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement and each other Loan Document,
as applicable, (ii) it satisfies the requirements, if any, specified in the
Credit Agreement that are required to be satisfied by it in order to acquire the
Assigned Interest and become a Lender, (iii) from and after the Effective
Date, it shall be bound by the provisions of the Credit Agreement and each other
Loan Document as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement and each other Loan Document, together
with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof,
as applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached to the Assignment and Assumption is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement or any other Loan Document, as
applicable, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement or any other Loan
Document are required to be performed by it as a Lender.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

     

    3.           General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.

     

     

    
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