Unassociated Document


  
    AMENDMENT
NO. 1 TO MASTER REPURCHASE AGREEMENT

     

    AMENDMENT NO. 1, dated as of
March 16, 2009 (this “Amendment”), to that
certain Master Repurchase Agreement, dated as of November 21, 2008 (as amended,
restated, supplemented or otherwise modified and in effect prior to the date
hereof, the “Existing
Repurchase Agreement,” and as amended hereby and as further amended,
restated, supplemented or otherwise modified and in effect from time to time,
the “Repurchase
Agreement”), by and among CT BSI FUNDING CORP. (“CT BSI”) and CAPITAL
TRUST, INC. (“Capital
Trust”), as sellers (collectively, the “Sellers”), JPMORGAN
CHASE FUNDING INC., as buyer (“Buyer”) and JPMORGAN
CHASE BANK, N.A., as affiliated hedge counterparty (the “Affiliated Hedge
Counterparty”).  Capitalized terms used but not otherwise
defined herein shall have the meanings specified therefor in the Repurchase
Agreement.

     

    RECITALS

     

    WHEREAS,
Sellers and Buyer are parties to the Existing Repurchase Agreement;

     

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

     

    WHEREAS,
Capital Trust is party to that certain Master Repurchase Agreement, dated as of
October 24, 2008 (as amended, restated, supplemented or otherwise modified and
in effect from time to time, the “JPMCB Repurchase
Agreement”; together with the Repurchase Agreement, collectively, the
“JPM Repurchase
Agreements”), by and among CT BSI and Capital Trust, as sellers (in such
capacity, collectively, the “JPMCB Sellers”;
together with the Sellers, collectively, the “JPM Sellers”) and
JPMORGAN CHASE BANK, N.A., as buyer (“JPMCB”; and together
with Buyer, collectively, the “JPM
Parties”);

     

    WHEREAS,
Capital Trust is party to that certain Master Repurchase Agreement, dated as of
July 30, 2007 (as amended, restated, supplemented or otherwise modified and in
effect from time to time, the “Citigroup Repurchase
Agreement,” and together with the  JPMorgan Repurchase
Agreements and the MS Repurchase Agreement, the “Senior Secured
Facilities”), by and among Capital Trust, as seller (together with JPM
Sellers and the MS Sellers, the “CT Parties”) and
CITIGROUP GLOBAL MARKETS INC. and CITIGROUP FINANCIAL PRODUCTS INC., as buyers
(collectively, “Citigroup”, and
together with the JPM Parties and Morgan Stanley, the “Secured Plan
Participants”);

     

    WHEREAS,
Sellers and Buyer have agreed, subject to the terms and conditions hereof, that
the Existing Repurchase Agreement shall be amended as set forth in this
Amendment.

     

    NOW
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Sellers and Buyer
agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION 1. Amendments to Master
Repurchase Agreement.

     

    (a)           Article
2 of the Existing Repurchase Agreement is hereby amended by deleting the
definitions of “Buyer’s Margin Amount”, “EBITDA”, “EBITDA to Fixed Charge
Ratio”, “Fixed Charges”, “Interest Expense”, “Leverage”, “Net Assets”, “Net
Income”, “Margin Deadline”, “Margin Deficit”, “Margin Deficit Notice”, “Minimum
Transfer Amount”, “Senior Recourse Indebtedness”, “Tangible Net Worth”, “Total
Indebtedness” and “Total Non-Securitized Indebtedness” in their
entirety.

     

    (b)           Article
2 of the Existing Repurchase Agreement is hereby amended by deleting the
definition of “Income” in its entirety and inserting in lieu thereof the
following:

     

    “Income” shall mean,
with respect to any Purchased Asset at any time, any Principal Income thereof
and all Interest Income thereon.

     

    (c)           Article
2 of the Existing Repurchase Agreement is hereby amended by deleting the
definition of “Maturity Date” in its entirety and inserting in lieu thereof the
following:

     

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

     

    (d)           Article
2 of the Existing Repurchase Agreement is hereby amended by deleting the
definition of “Repurchase Price” in its entirety and inserting in lieu thereof
the following:

     

    “Repurchase Price”
shall mean, with respect to any Purchased Asset as of any Repurchase Date or any
date on which the Repurchase Price is required to be determined hereunder, the
price at which such Purchased Asset is to be transferred from Buyer to a Seller;
such price will be determined in each case as the sum of the (i) Purchase Price
of such Purchased Asset (as increased by any other additional funds advanced in
connection with such Purchased Asset); (ii) the accreted and unpaid Price
Differential with respect to such Purchased Asset as of the date of such
determination; (iii) any other amounts due and owing by any Seller to Buyer and
its Affiliates pursuant to the terms of this Agreement as of such date; (iv) if
such Repurchase Date is not a Remittance Date, any Breakage Costs payable in
connection with such repurchase; (v) any amounts that would be payable to (a
positive amount) a Qualified Hedge Counterparty under any related Hedging
Transaction, if such Hedging Transaction were terminated on the date of
determination, if such determination is in connection with any calculation of
LTCV; and (vi) any amounts that would be payable to (a positive amount) an
Affiliated Hedge Counterparty under any related Hedging Transaction, if such
Hedging Transaction were terminated on the date of determination, if such
determination is in connection with any calculation of LTCV (and not in
connection with an actual repurchase of a Purchased Asset).  In
addition to the forgoing, the Repurchase Price shall be increased by any other
additional funds advanced in connection with such Purchased Asset and decreased
by (A) the portion of any Principal Payments on such Purchased Asset that is
applied pursuant to Article 5 to reduce
such Repurchase Price and (B) any other amounts paid to Buyer by a Seller to
reduce such Repurchase Price.

     

    (e)           Article
2 of the Existing Repurchase Agreement is hereby amended by appending the
following sentence to the definition of “Subsidiary”:

     

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

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)           Article
2 of the Existing Repurchase Agreement is hereby amended by deleting the
definition of “Transaction Documents” in its entirety and inserting in lieu
thereof the following:

     

    “Transaction
Documents” shall mean, collectively, this Agreement, any applicable
Annexes to this Agreement, the Custodial Agreement, the Interim Servicing
Agreement, the Depository Agreement, the Warrant, all Hedging Transactions and
all Confirmations and assignment documentation executed pursuant to this
Agreement in connection with specific Transactions.

     

    (g)           Article
2 of the Existing Repurchase Agreement is hereby amended by inserting the
following new definitions in proper alphabetical order:

     

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

     

    “Amendment No. 1”
shall mean that certain Amendment No. 1 to this Agreement, dated as of March 16,
2009, among Sellers and Buyer.

     

    “Amendment No. 1 Effective
Date” shall mean the “Amendment Effective Date”, as defined in Section 2
of Amendment No. 1.

     

    “Bonds” shall mean all
Purchased Assets designated as “bonds” in Exhibit
XV.

     

    “Capital Trust” shall
mean Capital Trust, Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    “Citigroup Repurchase
Agreement” shall have the meaning specified in Amendment No.
1.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “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 Unfunded Commitments.

     

    “Future Advances”
shall mean Capital Trust’s commitment to make future advances on Purchased
Assets and assets under other Senior Secured Facilities as specified therefor on
Exhibit
XV.

     

    “Initial Advance Rate”
shall mean, with respect to each Purchased Asset, a rate as specified therefor
on Exhibit XV
hereto.

     

    “Initial LTCV” shall
mean the LTCV, calculated as of the Amendment No. 1 Effective Date.

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    “JPM Indebtedness”
shall mean all Indebtedness from time to time owed by Seller to Buyer or any
Affiliate of Buyer including, without limitation, under this Agreement, the
JPMCB Repurchase Agreement, Hedging Transaction or any repurchase, loan or other
agreement between Buyer, or an Affiliate of Buyer, and any of the
Sellers.

     

    “JPMorgan Account”
shall mean the Sellers’ account number 230-254-632, held with JPMorgan Chase
Bank, N.A.

     

    “JPMorgan Repurchase
Agreements” shall have the meaning specified therefor in Amendment No.
1.

     

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

     

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

     

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

     

    “Maximum Outstanding
Amount” shall mean, for all Transactions related to the JPM Repurchase
Agreements, an amount equal to $276,005,779.85; provided that solely
for purposes of Article 3(m), the
Maximum Outstanding Amount may be adjusted pursuant to Article
5.

     

    “Minimum Release
Price” shall mean, for any Purchased Asset, an amount equal to the
greater of (a) the lesser of (i) the Initial Value of such Purchased Asset, (ii)
the Collateral Value for such Purchased Asset as of the date that Capital Trust
notifies Buyer of its intent to sell, dispose, transfer or refinance such
Purchased Asset pursuant to a Permitted Disposition, and (iii) 110% of the
Repurchase Price of such Purchased Asset and (b) the Repurchase
Price.

     

    “Net Proceeds” shall
mean, with respect to any Permitted Disposition, or the incurrence or issuance
of any Indebtedness permitted by Article 11(n), the aggregate amount of cash
received by or on behalf of such Person for its own account in connection with
any such transaction, after deducting therefrom only:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    “Permitted
Disposition” shall mean the sale, transfer, disposition or refinancing of
any Purchased Asset by Capital Trust in accordance with Article 11(d); provided that (a) the
Net Proceeds from such sale, transfer, disposition or refinancing shall be no
less than the Minimum Release Price for such Purchased Asset; (b) 100% of the
Net Proceeds from such Permitted Disposition is applied pursuant to Article 5 hereof;
(c) any sale, transfer or disposition of Purchased Assets be made to a bona
fide third party or, with Buyer’s prior written approval, to an Affiliate of
Capital Trust; and (d) no Purchased Asset may be refinanced without the
prior written approval of Buyer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Principal Income”
shall mean, with respect to any Purchased Asset at any time, any principal
thereon and all payments actually received by Buyer on account of Hedging
Transactions.

     

    “Secured Plan Facilities
Obligations” shall mean the sum of the aggregate amount of all
obligations owed by Capital Trust or any Affiliate of Capital Trust under the
JPM Repurchase Agreements, the MS Repurchase Agreement and the Citigroup
Repurchase Agreement.

     

    “Secured Plan
Participants” shall have the meaning specified therefor in the recitals
to Amendment No. 1.

     

    “Senior Secured
Facilities” shall have the meaning specified therefor in the recitals to
Amendment No. 1.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Warrant” shall mean
that certain Warrant, dated as of March 16, 2009, made by Capital Trust in favor
of JPMorgan Chase Funding, Inc.

     

    (h)           Article
4 of the Existing Repurchase Agreement is hereby amended by deleting Article
4(a) in its entirety and inserting in lieu thereof the following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (i)           Article
3(m) of the Existing Repurchase Agreement is hereby amended by deleting
subsection (a) thereof in its entirety and inserting in lieu thereof the
following new subsection (a):

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (iii)          Notwithstanding
any extension to the Maturity Date as described in this Article 3(m), if the
Repurchase Date for a Transaction is extended by agreement of the Buyer and
Sellers, Buyer and Sellers shall execute a new Confirmation containing the same
pricing terms as the original Confirmation and the extended Repurchase Date for
the Transaction.”

     

    (j)           Article
5 of the Existing Repurchase Agreement is hereby amended by deleting the phrase
“Articles 5(c)
through 5(f) of
this Agreement” in Article 5(a) in its entirety and inserting “Articles 5(c)
and (d) of this
Agreement”.

     

    (k)           Article
5 of the Existing Repurchase Agreement is hereby amended by deleting Articles
5(c) through (f) in their entirety and inserting in lieu thereof the
following:

     

    “(c)         Principal
Income.  Sellers shall cause (1) all Principal Income in
respect of the Purchased Assets and (2) 100% of all Net Proceeds in respect of
Permitted Dispositions of Purchased Assets, in each case, to be deposited
directly in the Depository Account.  Such Principal Income shall be
applied within one (1) Business Day following receipt by Buyer as follows: (i)
first, pro rata, (A) to remit to
Buyer an amount equal to the Price Differential which has accreted and is
outstanding in respect of all of the Purchased Assets and (B) solely with
respect to any Hedging Transaction with an Affiliated Hedge Counterparty related
to such Purchased Asset, to such Affiliated Hedge Counterparty an amount equal
to any accrued and unpaid amounts due to such Affiliated Hedge Counterparty
under such Hedging Transaction related to such Purchased Asset, (ii) second, to make a payment to
Buyer on account of any other amounts (other than Repurchase Price) due and
payable to Buyer under the Agreement and the other Transaction Documents, (iii)
third, to make a
payment to Buyer on account of the Repurchase Price of the Purchased Assets in
respect of which such Principal Income is received, until the Repurchase Price
for each such Purchased Asset has been reduced to zero, (iv) fourth, to make a payment to
Buyer on account of the Repurchase Price of all other Purchased Assets until the
Repurchase Price for such other Purchased Assets has been reduced to zero, each
such payment to be allocated in Buyer’s sole discretion among those Purchased
Assets with respect to which the Repurchase Price has not been reduced to zero;
(v) fifth, to make a
payment to JPMCB on account of the Repurchase Price of all other Purchased
Assets related to the JPMCB Repurchase Agreement until the Repurchase Price for
such Purchased Assets has been reduced to zero, each such payment to be
allocated in JPMCB’s sole discretion; and (vi) sixth, to remit to the
applicable Seller the remainder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)           Interest
Income.  Sellers shall cause all Interest Income in respect of
the Purchased Assets to be deposited directly in the Depository
Account.  Such Interest Income shall be applied monthly by Buyer as
follows:

     

    (i) so
long as no Event of Default shall have occurred and be continuing, (1) first, pro rata, (A) to Buyer, an
amount equal to the Price Differential that has accreted and is outstanding in
respect of all the Purchased Assets and (B) to any Affiliated Hedge
Counterparty, any amount then due and payable to an Affiliated Hedge
Counterparty under any Hedging Transaction related to a Purchased Asset, (2)
second, to make a
payment to Buyer on account of any other amounts (other than Repurchase Price)
due and payable to Buyer under the Agreement and the other Transaction
Documents, (3) third,
to make a payment to Buyer on account of the Repurchase Price of all Purchased
Assets, each such payment to be allocated in Buyer’s sole discretion among those
Purchased Assets with respect to which the Repurchase Price has not been reduced
to zero, in an amount equal to the product of the Interest Allocation Percentage
multiplied by the difference between (x) the total Interest Income received by
Sellers during such month and (y) the Price Differential otherwise actually paid
by Sellers to Buyer during such month, and (4) fourth, to remit to the
applicable Seller the remainder; and

     

    (ii) if
an Event of Default shall have occurred and be continuing, (1) first, pro rata, (A) to remit to
Buyer an amount equal to the Price Differential which has accreted and is
outstanding in respect of all of the Purchased Assets and (B) to any Affiliated
Hedge Counterparty, any amounts then due and payable to an Affiliated Hedge
Counterparty under any Hedging Transaction related to such Purchased Asset, (2)
second, to make a
payment to Buyer on account of any other amounts (other than Repurchase Price)
due and payable to Buyer under the Agreement and the other Transaction
Documents, (3) third,
to make a payment to Buyer on account of the Repurchase Price of all Purchased
Assets until the Repurchase Price for all Purchased Assets has been reduced to
zero, each such payment to be allocated in Buyer’s sole discretion among those
Purchased Assets with respect to which the Repurchase Price has not been reduced
to zero; (4) fourth, to
make a payment to JPMCB on account of the Repurchase Price of all other
Purchased Assets related to the JPMCB Repurchase Agreement until the Repurchase
Price for such Purchased Assets has been reduced to zero, each such payment to
be allocated in JPMCB’s sole discretion and (5) fifth, to remit to the
applicable Seller the remainder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)           Control
Rights.  So long as no Event of Default shall have occurred and
be continuing, and subject to the terms of the Transaction Documents and Article
11(g) hereof, each Seller shall retain the right to take all actions under the
Transaction Documents and to retain all contact with the relevant
Mortgagor.

     

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

     

    (g)           Future
Advances.  Notwithstanding anything contained herein or in any
other Transaction Document to the contrary, as of the Amendment No. 1 Effective
Date, Buyer shall have no obligation to make any Future Advances and Capital
Trust will fund 100% of all Future Advances.  Solely for purposes of
Article 3(m)
hereof, after each funding of Future Advances in respect of Purchased Assets by
Capital Trust, the Maximum Outstanding Amount will be increased by an amount
equal to the product of: (a) the amount of such Future Advance actually funded
by Capital Trust, (b) the Initial Mark for the applicable Purchased Asset, (c)
the Initial Advance Rate for such Purchased Asset and (d) 50%.”

     

    (l)           Article
3(b)(ii)(K) of the Existing Repurchase Agreement is hereby amended by deleting
it in its entirety and inserting in lieu thereof the following:

     

    “(K)           Buyer
shall have determined, in its sole and absolute discretion, that no Valuation
Test Failure shall exist, either immediately prior to or after giving effect to
the requested Transaction, calculated as of the date of such
Transaction;”

     

    (m)           Article
3(b)(ii) of the Existing Repurchase Agreement is hereby amended by deleting the
word “and” at the end of subparagraph (T), replacing the period at the end of
subparagraph (U) with the words “; and” and inserting the following as a new
Article (V):

     

    “(V)           Buyer
shall have determined the Initial Advance Rate, Initial Mark, Initial
Value, Purchase Price and Pricing Rate and any other information listed in
Exhibit XV
hereto with respect to such Eligible Asset and shall have amended Exhibit XV to reflect
such determinations.”

     

    (n)           Article
3(f) of the Existing Repurchase Agreement is hereby amended by deleting it in
its entirety and inserting in lieu thereof the following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “(f)           Each
Seller shall be entitled to terminate a Transaction on demand and repurchase the
Purchased Asset subject to a Transaction on any Business Day prior to the
Repurchase Date (an “Early Repurchase
Date”); provided, however, that no
Default or Event of Default shall exist (other than a Default or Event of
Default that (a) relates solely to the Purchased Assets to be released and (b)
will no longer exist after giving effect to such release) and either (x) Seller
shall have paid all sums then due under the Transaction relating thereto
(including any sums related to Hedging Transactions with respect to such
Purchased Asset) or (y) Buyer shall have applied 100% of the Net Proceeds from a
Permitted Disposition pursuant to Article 5 hereof,
then upon (i) the relevant Seller’s payment in full of the Repurchase Price or
the application of such Net Proceeds pursuant to Article 5 hereof, and
(ii) receipt by Buyer of a written request from such Seller for the release of
such Purchased Asset, Buyer shall as soon as practicable release (and Buyer
shall reasonably cooperate with such Seller to facilitate reasonable escrow
arrangements to facilitate a simultaneous release of) the related Purchased
Asset Documents and the related Purchased Asset and any liens related thereto to
such Seller or, to the extent necessary to facilitate future savings of mortgage
tax in states that impose mortgage taxes, assign such liens as such Seller shall
request, provided that any such assignments shall be without expense, recourse,
representation or warranty of any kind except that Buyer shall represent and
warrant that such Purchased Asset has not been previously assigned by
Buyer.  At Sellers’ expense, Buyer shall with reasonable promptness,
after a written request from Seller, execute any document or instrument
necessary to effectuate such release or assignment.

     

    (o)           Article
7(c) of the Existing Repurchase Agreement is hereby amended by deleting it in
its entirety and inserting in lieu thereof the
following:  “[Reserved]”.

     

    (p)           Article
10(b)(viii) of the Existing Repurchase Agreement is hereby amended by deleting
it in its entirety and inserting in lieu thereof the following:

     

    “No Valuation Test Failure;
No Defaults.  No Valuation Test Failure exists and no Default
or Event of Default has occurred or exists under or with respect to the
Transaction Documents.”

     

    (q)           Article
11(d) of the Existing Repurchase Agreement is hereby amended by appending the
following proviso at the end thereof:

     

    “; provided, however,
that a Seller may request from time to time, subject to Buyer’s approval in
Buyer’s sole determination, to sell participation interests in its interests in
the Purchased Assets in connection with a Permitted Disposition, the sale of
which participation interests shall be arm’s length transactions and subject to
such terms and conditions as Buyer in its sole discretion shall require; provided further, that Buyer
(i) retains an interest in the tranche or participation that is not sold or
refinanced pursuant to such Permitted Disposition, subject to the terms of this
Agreement or (ii) shall maintain a security interest in such tranche or
participation that is not sold or refinanced pursuant to such Permitted
Disposition; and provided further, that such
Seller complies in all respects with the Purchased Asset Document delivery
requirements contained in this Agreement and the Custodial
Agreement;”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (r)           Article
11(g) of the Existing Repurchase Agreement is hereby amended by deleting it in
its entirety and inserting in lieu thereof the following:

     

    “(g)         amend,
modify or otherwise agree to any change in the applicable documents for any
Purchased Asset, the Underlying Mortgaged Property or other underlying
collateral thereunder, without the prior written consent of Buyer other than in
accordance with Article
28.”

     

    (s)           Article
11 of the Existing Repurchase Agreement is hereby amended by deleting Articles
11(l) through (p) in their entirety and inserting in lieu thereof the following
new Articles 11(l) through (t):

     

    “(l)           No
Seller shall 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 any Seller, whether
now or hereafter outstanding, or make any other distribution in respect of any
of the foregoing or to any shareholder or equity owner of any Seller, either
directly or indirectly, whether in cash or property or in obligations of any
Seller or any of Subsidiary of a Seller, except to the minimum extent required
for a Seller to maintain its status as a real estate investment trust and, to
the extent permitted, such distribution shall be made in equity in lieu of cash;
provided, that
any Seller may make distributions to Capital Trust or any other wholly-owned
Subsidiary of Capital Trust;

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (n)           no
Seller shall, nor permit any Subsidiary to, create, incur, assume or permit to
exist any Indebtedness other than the Indebtedness already incurred as of the
Amendment No. 1 Effective Date; provided, that
additional Indebtedness may be incurred by Sellers or any of their Subsidiaries
and so long as the following conditions are satisfied: (i) to the extent that
the Indebtedness is incurred in connection with a Permitted Disposition, the Net
Proceeds of such Permitted Disposition are applied in accordance to Article 5, (ii) to
the extent that such new Indebtedness is unsecured (and subordinate to all
obligations owed by the applicable Seller under any Secured Plan Facility or the
Senior Unsecured Facility) or incurred through the pledge of unencumbered
assets, 100% of the Net Proceeds of such Indebtedness are deposited in the CT
Cash Account and (iii) to the extent that such new Indebtedness is recourse
Indebtedness, only to the extent that it replaces existing recourse Indebtedness
or is subordinate to all obligations owed to Buyer (and to the extent such
Indebtedness is not subject to clause (i) above, 100% of the Net Proceeds of
such Indebtedness are deposited in the CT Cash Account);

     

    (o)           permit,
for all employees of Capital Trust and its Subsidiaries, other than the CEO, COO
& CFO, total cash compensation (including base salary and bonus), in the
aggregate to exceed $5.8 million.  Subject to the limitation in the
preceding sentence, compensation for individual employees shall be determined by
Capital Trust in its sole discretion.  For Capital Trust’s CEO, COO
& CFO, (i) base salaries shall remain the same as in effect in 2008, and
(ii) any cash bonus will be approved based upon performance metrics designed to
create alignment with the interests of the Secured Plan Participants and the
Unsecured Lenders and must be approved by unanimous consent of a committee
comprised of (x) a representative selected by the Secured Plan Participants, (y)
the administrative agent of the Senior Unsecured Facility and (z) a
representative selected by the board of directors of Capital Trust;

     

    (p)           permit
John Klopp and Stephen Plavin to discontinue 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, replacement(s)
acceptable to Buyer in its sole and absolute discretion shall be appointed
within 30 days after their departure;

     

    (q)           permit
the Liquidity of Capital Trust, at all times, to be less than $7,000,000 in
2009 or less than $5,000,000 thereafter;

     

    (r)           (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (i), (iii) apply for or consent
to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for such Seller or for a substantial part of its assets,
(iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit
of creditors or (vi) take any action for the purpose of effecting any of the
foregoing;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (s)           agree
to (i) any amendment or modification to any Senior Secured Facility or the
Senior Unsecured Facility that relates to the subject matter of Amendment No. 1
or would materially and adversely impair the interests of the Buyer without the
prior written consent of Buyer or (ii) any proposed waiver to any Senior Secured
Facility or the Senior Unsecured Facility without providing prior written notice
to Buyer;

     

    (t)           agree
to any amendment or modification to the Lehman Facility without the prior
written consent of Buyer, such consent not to be unreasonably withheld,
conditioned or delayed; and

     

    (u)           establish
and/or maintain any deposit account (other than any deposit accounts
specifically relating to the Purchased Assets or any asset or collateral subject
to any Senior Secured Facility or the Senior Unsecured Facility) with financial
institutions that are Secured Plan Participants or Unsecured Lenders; provided
that the Sellers may maintain the JPMorgan Account so long as (i) no more than
$1,000,000 may remain in the JPMorgan Account at any time, (ii) no Seller may
transfer any funds into the JPMorgan Account from any CT Cash Account, (iii) any
funds deposited in the JPMorgan Account will be transferred to a CT Cash Account
within two (2) Business Days from receipt of such funds in the JPMorgan Account
and (iv) all funds in the JPMorgan Account will be transferred to a CT Cash
Account and the JPMorgan Account will be closed on or before December 31,
2009.  For the avoidance of doubt, the Depository Account and
Collection Account and any other deposit account relating to Purchased Assets
may be established and maintained at any financial institution selected by Buyer
in its sole discretion.”

     

    (t)           Article
11 of the Existing Repurchase Agreement is hereby amended by deleting it in its
entirety the final paragraph thereto and inserting in lieu thereof the
following:

     

    “Compliance
with covenants (m), (o) and (q) this Article 11 must be
evidenced by financial statements and by a compliance certificate furnished
together therewith as further provided in Article 12(j)(ii)
below, and compliance with all such covenants are subject to verification by
Buyer.  All of the financial tests and covenants in this Agreement
will be measured based on the consolidated position of Capital Trust, Inc. and
its Subsidiaries.”

     

    (u)           Article
12(j) of the Existing Repurchase Agreement is hereby amended by deleting the
word “and” at the end of subparagraph (iii), replacing the period at the end of
subparagraph (iv) with the words “; and”, renumbering the existing Article
12(j)(v) as Article 12(j)(vi) and inserting the following as a new Article
12(j)(v):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (v)           Article
12(t) of the Existing Repurchase Agreement is hereby amended by (i) deleting the
phrase “margin call in excess of $7,500,000 that is delivered to it under any
other repurchase agreement” and replacing it with the phrase “Valuation Test
Failure under any other Senior Secured Facility” and (ii) deleting the phrase
“knowledge of such margin call” and replacing it with the phrase “knowledge of
such Valuation Test Failure”.

     

    (w)           Article
12 of the Existing Repurchase Agreement is hereby amended by inserting the
following as a new Article 12(u) and (v):

     

    “(u)         Seller
shall cure any Valuation Test Failure in accordance with Article 4
hereof.

     

    (v)           Sellers
acknowledge that Buyer shall, until all Repurchase Obligations are satisfied and
this Agreement terminates pursuant to its terms, maintain control over the
Depository Account subject to the terms of the Depository
Agreement.  At Sellers’ expense, Buyer may require that Sellers
establish a new Depository Account at a depository institution selected by Buyer
in its sole discretion and such new Depository Account shall be the “Depository
Account” for all purposes hereunder.”

     

    (x)           Article
13 of the Existing Repurchase Agreement is hereby amended by deleting Article
13(a)(iii) in its entirety and inserting in lieu thereof the following new
subsection (iii):

     

    “any
Seller shall fail to cure any Valuation Test Failure in accordance with Article 4 of this
Agreement;”

     

    (y)           Article
13(a) of the Existing Repurchase Agreement is hereby amended by deleting
subsection (ix) and (x) in their entirety and inserting in lieu thereof the
following new subsections:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “(ix)         any
event or condition occurs that results in (i) any obligation or liability of any
Seller under any note, indenture, loan agreement, guaranty, swap agreement or
any other contract to which it is a party (other than JPM Indebtedness), 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 or (ii) any monetary default under any note, indenture,
loan agreement, guaranty, swap agreement or any other contract, credit facility
or other obligation of a Seller (other than JPM Indebtedness) if the aggregate
amount of such credit facility, contract or other obligation in respect of which
such monetary default shall have occurred is at least $1,000,000; provided that this
Event of Default shall not apply to secured indebtedness that becomes due as a
result of the sale or transfer of the property or assets securing such
indebtedness;

     

    (x)           any
Seller shall be in default under any JPM Indebtedness of such Seller to Buyer or
any of its present or future Affiliates, which default (1) involves the failure
to pay a matured obligation, or (2) permits the acceleration of the maturity of
obligations by any other party to or beneficiary with respect to such
Indebtedness;”

     

    (z)           The
Existing Repurchase Agreement is hereby amended by inserting Exhibit A attached
hereto as a new Exhibit XV in proper alphabetical order.

     

    SECTION 2. Other
Agreements.

     

    (a)           From
and after the Amendment Effective Date (as defined below), JPMorgan Chase Bank,
N.A. will be deemed to be a party to the Existing Repurchase Agreement in its
capacity as the Affiliated Hedge Counterparty.  In its capacity as the
Affiliated Hedge Counterparty, JPMorgan Chase Bank, N.A. shall have all the
rights, powers and obligations of an Affiliated Hedge Counterparty under the
Existing Repurchase Agreement as if it had executed the Existing Repurchase
Agreement.  All references to the Affiliated Hedge Counterparty in the
Existing Repurchase Agreement and the other Transaction Documents shall be
deemed to be references to JPMorgan Chase Bank, N.A. in its capacity as the
Affiliated Hedge Counterparty.

     

    (b)           The
Affiliated Hedge Counterparty acknowledges that it has received a copy of the
Existing Repurchase Agreement and each other Transaction Document.

     

    (c)           All
notices and other communications provided for in the Existing Repurchase
Agreement and each other Transaction Document shall be delivered to it at its
address set forth below its signature to this Amendment.  All such
notices and other communications shall be delivered in the manner and be
effective as described in Article 16 of the Existing Repurchase
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION 3. Conditions
Precedent.  This Amendment shall become effective on the date
(the “Amendment
Effective Date”) on which (1) all the representations and warranties made
by Sellers in this Amendment are true and correct and (2) Buyer shall have
received:

     

    (a)           this
Amendment, executed and delivered by a duly authorized officer of each of
Sellers and Buyer;

     

    (b)           payment
of the Upfront Paydown in accordance with that certain Amendment No.1 to the
JPMCB Repurchase Agreements;

     

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

     

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

     

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

     

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

     

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

     

    SECTION 4. Representations and
Warranties.  On and as of the date first above written, each of
Sellers hereby represents and warrants to Buyer that (a) it is in compliance
with all the terms and provisions set forth in the Repurchase Agreement on its
part to be observed or performed, (b) after giving effect to this Amendment, no
Default or Event of Default under the Repurchase Agreement has occurred and is
continuing, and (c) after giving effect to this Amendment, the representations
and warranties contained in Article 10 of the Repurchase Agreement are true and
correct in all material respects as though made on such date (except for any
such representation or warranty that by its terms refers to a specific date
other than the date first above written, in which case it shall be true and
correct in all material respects as of such other date).

     

    SECTION 5. General
Release.  For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Seller, for: (i) itself, (ii)
any parent or Subsidiary thereof, and (iii) the respective partners, officers,
directors, shareholders, successors and assigns of all of the foregoing persons
and entities,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    SECTION 6. Limited
Effect.  Except as expressly amended and modified by this
Amendment, the Existing Repurchase Agreement shall continue to be, and shall
remain, in full force and effect in accordance with their respective terms;
provided, however, that upon
the Amendment Effective Date, all references in the Repurchase Agreement to the
“Transaction Documents” shall be deemed to include, in any event, this
Amendment.  Each reference to Repurchase Agreement in any of the
Transaction Documents shall be deemed to be a reference to the Repurchase
Agreement as amended hereby.

     

    SECTION 7. Override
Provision.  Notwithstanding any provision in the Repurchase
Agreement to the contrary, which are hereby pro tanto superseded and
modified or replaced mutatis
mutandis to the extent of any inconsistency, the provisions in this
Amendment shall apply from and after the date hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION 8. Counterparts.  This
Amendment may be executed by each of the parties hereto on any number of
separate counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument.  Delivery of an
executed counterpart of a signature page to this Amendment in Portable Document
Format (PDF) or by facsimile transmission shall be effective as delivery of a
manually executed original counterpart thereof.

     

    SECTION 9.  GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    [SIGNATURES
FOLLOW]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	 	 
	 	
                                          
                                            
                                              CAPITAL
      TRUST, INC.

                                            

                                          

                                        	 
	 	 	 	 
	
                                           

                                        	
                                          By:
      

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


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
            

          

        

        
          
          

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 	 
	 	
                                    
                                      
                                        
                                          CT
      BSI FUNDING CORP.

                                        

                                      

                                    

                                  	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

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


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
          Signature
Page to Amendment No. 1 to JPMCF Master Repurchase Agreement

        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	 	 
	 	
                                            
                                              
                                                
                                                  JPMORGAN CHASE FUNDING INC.,
      as
      Buyer

                                                

                                              

                                            

                                          	 
	 	 	 	 
	
                                             

                                          	
                                            By:
      

                                          	/s/ Gerald M.
      McCrink  	 
	 	 	Name: Gerald
      M. McCrink	 
	 	 	Title: Authorized
      Signer	 
	 	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
              
              

            

          

          
            
            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	 	 
	 	
                                          
                                            
                                              
                                                
                                                  JPMORGAN CHASE BANK, N.A.,
      as Affiliated Hedge
      Counterparty

                                                

                                              

                                            

                                          

                                        	 
	 	 	 	 
	
                                           

                                        	
                                          By:
      

                                        	/s/ Kunal K. Singh  	 
	 	 	Name: Kunal
      K. Singh	 
	 	 	Title: Vice
      President	 
	 	 	 	 
	 	
                                          Address
      for notices:

                                           

                                          JPMORGAN
      CHASE BANK, N.A.

                                          4
      New York Plaza, 22nd
      Floor

                                          New
      York, New York 10004

                                          Attention:  Ms.
      Nancy S. Alto

                                          Telephone:  (212)
      623-7109

                                          Telecopy:  (212)
      623-7714

                                        	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      
        
          
          

        

        
          
            Signature
Page to Amendment No. 1 to JPMCF Master Repurchase Agreement

          

          
            

          

        

        
          
          

        

      

       

    

    Schedule
I

     

    Closeout
Facilities

     

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

     

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

     

    
      
        
        

      

      
        Schedule
I