Exhibit 10.12
Confidential Treatment Requested by Capital Trust, Inc.
EXECUTION COPY
AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT
Dated as of March 31, 2011
Between
CT LEGACY CITI SPV, LLC,
as Seller,
and
CITIGROUP FINANCIAL PRODUCTS INC. and CITIGROUP GLOBAL MARKETS INC.,
as Buyer
TABLE OF CONTENTS
Page
ARTICLE 1 APPLICABILITY
1
DEFINITIONS
1
INITIATION; CONFIRMATION; TERMINATION; FEES
18
INCOME PAYMENTS AND PRINCIPAL PAYMENTS
26
SECURITY INTEREST
28
PAYMENT, TRANSFER AND CUSTODY
30
SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS
32
REPRESENTATIONS AND WARRANTIES
32
NEGATIVE COVENANTS OF SELLER
41
AFFIRMATIVE COVENANTS OF SELLER
43
EVENTS OF DEFAULT; REMEDIES
49
SINGLE AGREEMENT
55
RECORDING OF COMMUNICATIONS
55
ARTICLE 14 NOTICES AND OTHER COMMUNICATIONS
55
ARTICLE 15 ENTIRE AGREEMENT; SEVERABILITY
56
ARTICLE 16 NON ASSIGNABILITY
56
ARTICLE 17 GOVERNING LAW
57
ARTICLE 18 NO WAIVERS, ETC.
57
-i-
ARTICLE 19 USE OF EMPLOYEE PLAN ASSETS
57
ARTICLE 20 INTENT
58
ARTICLE 21 DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
59
ARTICLE 22 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
59
ARTICLE 23 NO RELIANCE
60
ARTICLE 24 INDEMNITY
61
ARTICLE 25 DUE DILIGENCE
61
ARTICLE 26 SERVICING
62
ARTICLE 27 TERMS OF OTHER REPURCHASE OR CREDIT FACILITIES
64
ARTICLE 28 MISCELLANEOUS
64
-ii-
ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I
Names and Addresses for Communications between Parties
ANNEX II
Scheduled Assets
EXHIBIT I
Form of Confirmation
EXHIBIT II
Authorized Representatives of Seller
EXHIBIT III-A
Monthly Reporting Package
EXHIBIT III-B
Quarterly Reporting Package
EXHIBIT III-C
Annual Reporting Package
EXHIBIT IV
Form of Custodial Delivery
EXHIBIT V
Form of Power of Attorney
EXHIBIT VI
Representations and Warranties Regarding Individual Purchased Assets
EXHIBIT VII
Asset Information
EXHIBIT VIII
Advance Procedures
EXHIBIT IX
Form of Bailee Letter
EXHIBIT X
UCC Filing Jurisdictions
EXHIBIT XI
Form of Servicer Notice
EXHIBIT XII
Form of Release Letter
EXHIBIT XIII
Covenant Compliance Certificate
EXHIBIT XIV
Form of Re-Direction Letter
-iii-
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March 31, 2011, by
and between CITIGROUP FINANCIAL PRODUCTS INC. and CITIGROUP GLOBAL MARKETS INC.,
each a Delaware corporation (collectively, "Buyer") and CT LEGACY CITI SPV, LLC,
a Delaware limited liability company ("Seller").
ARTICLE 1
APPLICABILITY
Capital Trust, Inc. ("Original Seller") and Buyer are parties to that certain
Master Repurchase Agreement, dated as of July 30, 2007, as amended by that
certain Amendment No. 1 to Master Repurchase Agreement, dated as of June 26,
2008, that certain Amendment No. 2 to Master Repurchase Agreement, dated as of
July 24, 2008, that certain Amendment No. 3 to Master Repurchase Agreement,
dated as of March 16, 2009 and that certain Amendment No. 4 to Master Repurchase
Agreement, dated as of October 1, 2009 (as the same may be further amended or
modified, the "Existing Agreement").
Original Seller and Buyer have agreed that the Existing Agreement shall be
amended, restated and superseded in it entirety by this Agreement.
This
Agreement hereby amends, restates and supersedes the Existing Agreement in its
entirety.
All transactions (as defined