Exhibit 10.22.e
FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT
FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of
February 28, 2005 (this "Amendment"), to the Master Repurchase Agreement (the
"Original Agreement"), dated as of May 28, 2003, as amended by the First
Amendment to Master Repurchase Agreement, dated as of August 28, 2003 (the
"First Amendment"), as amended by the Second Amendment to Master Repurchase
Agreement dated as of June 1, 2004 (the "Second Amendment"), as amended by the
Third Amendment to Master Repurchase Agreement dated as of November 15, 2004
(the "Third Amendment", and together with the First Amendment and the Original
Agreement, the "Repurchase Agreement"), by and between Xxxxxxx Xxxxx Mortgage
Company, as a buyer and as Administrative Agent ("GSMC"), Commerzbank AG, New
York Branch, as a buyer ("Commerzbank") and Capital Trust, Inc., as seller
("Seller"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Repurchase Agreement.
RECITAL
-------
WHEREAS, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties have agreed to extend
the Facility Termination Date under the Repurchase Agreement and to amend the
Transaction Documents as set forth herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. The definition of "Change of Control" in Section 2(c) of Annex
I to the Repurchase Agreement is hereby deleted in its entirety and replaced
with the following:
"'Change of Control' shall mean either of the following events have
occurred:
(i) a majority of the members of the board of directors of Seller
changes during any twelve (12) month period after the date hereof; or
(ii) a merger, consolidation or other transaction in which a
Person which is not an Affiliate acquires in excess of 50% of the
voting common equity of Seller."
2. Continuing Effect. Except as expressly amended by this
Amendment, the Repurchase Agreement and the other Transaction Documents remain
in full force and effect in accordance with their respective terms, and are
hereby in all respects ratified and confirmed.
3. References to Repurchase Agreement. All references to the
Repurchase Agreement in any Transaction Document or in any other document
executed or delivered in connection therewith shall, from and after the
execution and delivery of this Amendment, be deemed a reference to the
Repurchase Agreement as amended hereby, unless the context expressly requires
otherwise.
4. Governing Law. This Amendment shall be governed by and
construed and interpreted in accordance with the laws of the State of New York.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered in their names as of the date first above
written.
XXXXXXX SACHS MORTGAGE COMPANY,
as a Buyer
By: Xxxxxxx Xxxxx Real Estate Funding Corp.
By: /s/ Xxx Xxxxx
-------------
Name: Xxx Xxxxx
Title: Authorized Signatory
XXXXXXX SACHS MORTGAGE COMPANY,
as Administrative Agent
By: Xxxxxxx Xxxxx Real Estate Funding Corp.
By: /s/ Xxx Xxxxx
-------------
Name: Xxx Xxxxx
Title: Authorized Signatory
COMMERZBANK AG, NEW YORK BRANCH,
as a Buyer
By: /s/ Xxxxx Xxxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
[Signatures continue on next page.]
CAPITAL TRUST, INC., as Seller
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
