Exhibit
10.10


EXECUTION
VERSION


SECOND AMENDMENT TO SECOND
AMENDED AND RESTATED

MASTER REPURCHASE AGREEMENT


SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER
REPURCHASE AGREEMENT, dated as of July 13, 2006 (this “Amendment”), by
and among by and among WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacities
as Buyer, Agent (on behalf of Buyer and any subsequent buyers added from time
to time) and Sole Lead Arranger (“Wachovia”), Gramercy Warehouse Funding
I LLC, as a seller (“Gramercy”), and GKK Trading Warehouse I LLC, as a
seller (“GKK” and with Gramercy, collectively, “Seller”), amends
that certain Second Amended and Restated Master Repurchase Agreement, dated as
of April 21, 2005 (as amended, restated, supplemented or otherwise modified and
in effect from time to time, the “Repurchase Agreement”), by and between
Wachovia and Gramercy and other parties named therein or referred to
thereby.  Capitalized terms used but not
otherwise defined herein shall have the meanings given to them in the
Repurchase Agreement (as defined below).


RECITALS


Seller and Wachovia are
parties to that certain Repurchase Agreement.


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


SECTION 1.                            Amendments.


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


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


(b)         Section
9.01 of the Repurchase Agreement is hereby modified by inserting the following
new section immediately preceding the existing Section 9.01(ii), and
renumbering the existing Section 9.01(ii) as Section 9.01(jj):


“(ii)                                                 Payment
of Third Party Management Fees.  Fees
paid under the Management Contract (or any replacement or substitution thereof)
shall at no time exceed the fees payable under the Management Contract as of
the IPO.”


(c)          Section
10.01 of the Repurchase Agreement is hereby modified by adding the following
new Section 10.01(p) as follows:


“(p)                                                Guarantor
shall have defaulted or failed to perform under any note, indenture, loan
agreement, guaranty, swap agreement or any other contract, agreement or
transaction to which it is a party, and which default or failure to









 



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


SECTION 2.                            Conditions
Precedent.  This Amendment and its
provisions shall become effective on the first date on which all of the
following conditions precedent shall have been satisfied (the “Amendment
Effective Date”):


(a)                                  On
or before the Amendment Effective Date, the Agent shall have received this
Amendment, executed and delivered by a duly authorized officer of each of
Seller, and Wachovia.


(b)                                 On
the Amendment Effective Date, no Default or Event of Default shall have
occurred and be continuing.


SECTION 3.                            Representations
and Warranties.  Seller hereby
represents and warrants to Wachovia, as of the date hereof and as of the
Amendment Effective Date, that (i) Seller is in compliance, in all material
respects, with all of the terms and provisions set forth in the Repurchase
Agreement and the other Repurchase Documents on its part to be observed or
performed, (ii) no Default or Event of Default has occurred or is continuing,
and (iii) Seller has no, and Seller waives all, defenses, rights of setoff,
claims, counterclaims or causes of action of any kind or description against
Wachovia arising under or in respect of the Repurchase Agreement or any other
Repurchase Document.  Seller hereby
confirms and reaffirms the representations and warranties contained in Section
8.01 of the Repurchase Agreement.


SECTION 4.                            Limited
Effect.  Except as expressly amended
and modified by this Amendment, the Repurchase Agreement and each of the other
Repurchase Documents 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, each reference therein and herein to
the “Repurchase Documents” shall be deemed to include, in any event, this
Amendment and each reference to the “Repurchase Agreement” in any of the
Repurchase Documents shall be deemed to be a reference to the Repurchase
Agreement as amended hereby.


SECTION 5.                            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.



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


SECTION 7.                            GOVERNING
LAW.  THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


[SIGNATURES FOLLOW]



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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.


 


	
   

  	
  SELLER

  
	
   

  	
   

  
	
   

  	
  GRAMERCY WAREHOUSE FUNDING I LLC,
  a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GRAMERCY INVESTMENT TRUST, a Maryland

  real estate investment trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GKK CAPITAL LP, a Delaware limited

  
	
   

  	
   

  	
   

  	
  partnership, its sole member and manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  GRAMERCY CAPITAL CORP, a

  
	
   

  	
   

  	
   

  	
   

  	
  Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GKK TRADING WAREHOUSE I LLC, a
  Delaware

  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GKK TRADING CORP., its sole member and

  
	
   

  	
   

  	
  manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  GRAMERCY CAPITAL CORP,

  
	
   

  	
   

  	
   

  	
   

  	
  a Maryland corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 









 



 


	
  

  	
  WACHOVIA

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: