0001104659-07-034442 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT among CAPITAL TRUST, INC., AS DEPOSITOR THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION AS PROPERTY TRUSTEE THE BANK OF NEW YORK (DELAWARE) AS DELAWARE TRUSTEE AND THE ADMINISTRATIVE TRUSTEES NAMED HEREIN...
Trust Agreement • May 1st, 2007 • Capital Trust Inc • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 29, 2007, among (i) Capital Trust, Inc., a Maryland corporation (including any successors or permitted assigns, the “Depositor”), (ii) The Bank of New York Trust Company, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) John R. Klopp, an individual, Stephen D. Plavin, an individual and Geoffrey G. Jervis, an individual, each of whose address is c/o Capital Trust, Inc., 410 Park Avenue, 14th Floor, New York, New York 10022, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.

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JUNIOR SUBORDINATED INDENTURE between CAPITAL TRUST, INC. and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
Junior Subordinated Indenture • May 1st, 2007 • Capital Trust Inc • Real estate investment trusts • New York

Junior Subordinated Indenture, dated as of March 29, 2007, between Capital Trust, Inc., a Maryland corporation (the “Company”), and The Bank of New York Trust Company, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).

CREDIT AGREEMENT dated as of March 22, 2007 among CAPITAL TRUST, INC. The Lenders Party Hereto and WESTLB AG, NEW YORK BRANCH, as Administrative Agent
Credit Agreement • May 1st, 2007 • Capital Trust Inc • Real estate investment trusts • New York

CREDIT AGREEMENT dated as of March 22, 2007 (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.

Bear, Stearns Funding, Inc. 383 Madison Avenue New York, New York 10179
Capital Trust Inc • May 1st, 2007 • Real estate investment trusts • New York

Re: Upsize Pricing Terms for Amended and Restated Master Repurchase Agreement, dated as of February 15, 2006, as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement, dated as of February 7, 2007, by and among Bear, Stearns International Limited, Capital Trust, Inc. and CT BSI Funding Corp. (as the same may be further amended form time to time, the “Agreement”)

AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • May 1st, 2007 • Capital Trust Inc • Real estate investment trusts • New York

AMENDMENT NO. 1, dated as of February 7, 2007 (this “Amendment”), to the Amended and Restated Master Repurchase Agreement, dated as of February 15, 2006 (as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”), among CAPITAL TRUST, INC. and CT BSI FUNDING CORP. (each, a “Seller” and collectively the “Sellers”) and BEAR, STEARNS FUNDING, INC. (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement.

Bear, Stearns International Limited 383 Madison Avenue New York, New York 10179
Capital Trust Inc • May 1st, 2007 • Real estate investment trusts • New York

Re: Upsize Pricing Terms for Amended and Restated Master Repurchase Agreement, dated as of February 15, 2006, as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement, dated as of February 7, 2007, by and among Bear, Stearns International Limited, Capital Trust, Inc. and CT BSI Funding Corp. (as the same may be further amended form time to time, the “Agreement”)

AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • May 1st, 2007 • Capital Trust Inc • Real estate investment trusts • New York

AMENDMENT NO. 1, dated as of February 7, 2007 (this “Amendment”), to the Amended and Restated Master Repurchase Agreement, dated as of February 15, 2006 (as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”), among CAPITAL TRUST, INC. and CT BSI FUNDING CORP. (each, a “Seller” and collectively the “Sellers”) and BEAR, STEARNS INTERNATIONAL LIMITED (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement.

AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • May 1st, 2007 • Capital Trust Inc • Real estate investment trusts • New York

THIS AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT (this “Amendment”), made as of the 14th day of February, 2007 by CAPITAL TRUST, INC., a Maryland corporation, CT RE CDO 2004-1 SUB, LLC, a Delaware limited liability company, and CT RE CDO 2005-1 SUB, LLC, a Delaware limited liability company (collectively, “Seller”), and MORGAN STANLEY BANK, a Utah industrial bank (“Buyer”).

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