JUNIOR SUBORDINATED INDENTURE between CAPITAL TRUST, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of March 16, 2009Junior Subordinated Indenture • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
Junior Subordinated Indenture, dated as of March 16, 2009, between Capital Trust, Inc., a Maryland corporation (the “Company”), and The Bank of New York Mellon Trust Company, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).
MASTER REPURCHASE AGREEMENT Dated as of October 24, 2008 among CAPITAL TRUST, INC. and CT BSI FUNDING CORP. as Sellers, and JPMORGAN CHASE BANK, N.A., as BuyerMaster Repurchase Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT, dated as of October 24, 2008, by and among CAPITAL TRUST, INC., a Maryland corporation and CT BSI FUNDING CORP., a Delaware corporation (each a “Seller” with respect to the Eligible Assets that it sells to Buyer and together, the “Sellers”) and JPMORGAN CHASE BANK, N.A., a banking association organized under the laws of the United States (the “Buyer”).
EXCHANGE AGREEMENTExchange Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
THIS EXCHANGE AGREEMENT, dated as of March 16, 2009 (this “Agreement”), is entered into by and among CAPITAL TRUST, INC., a Maryland corporation (the “Company”) and TABERNA PREFERRED FUNDING V, LTD. (“Taberna V”), TABERNA PREFERRED FUNDING VI, LTD. (“Taberna VI”), TABERNA PREFERRED FUNDING VIII, LTD., (“Taberna VIII”) and TABERNA PREFERRED FUNDING IX, LTD. (“Taberna IX”, and together with Taberna V, Taberna VI and Taberna VIII, collectively, “Taberna”).
AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
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.
ContractEmployment Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts
The undersigned agree this 31st day of December, 2008 that the employment agreement between us dated September 29, 2006 shall be amended effective January 1, 2009 in the same manner (to the extent applicable) that changes are reflected in redlining and strike-out on the attached restatement of the employment agreement (with Stephen Plavin) that is attached hereto as Exhibit A. In January 2009, we shall execute an amended and restated employment agreement in order to clarify all changes being made.
ContractEmployment Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts
The undersigned agree this 31st day of December, 2008 that to the extent the undersigned agree to extend or renew the employment agreement between us dated February 24, 2004 beyond December 31, 2008, such agreement shall be amended effective January 1, 2009 in the same manner (to the extent applicable) that changes are reflected in redlining and strike-out on the form of amended and restated employment agreement (with Stephen Plavin) that is attached hereto as Exhibit A. In the first quarter of 2009, we shall decide whether to extend or renew the employment agreement and if so extended or renewed we shall execute an amended and restated employment agreement in order to clarify all of the forgoing changes being made by this letter agreement.
AMENDED AND RESTATED ANNEX I to AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT between GOLDMAN SACHS MORTGAGE COMPANY, as Buyer and CAPITAL TRUST, INC., as SellerMaster Repurchase Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
This Amended and Restated Annex I dated as of October 30, 2007 (this “Annex I”) forms a part of the Amended and Restated Master Repurchase Agreement dated as of August 15, 2006 between Capital Trust, Inc., as seller, and Goldman Sachs Mortgage Company, as buyer (the “Master Repurchase Agreement” and, together with this Annex I, the “Agreement”), which amends and restates that certain Master Repurchase Agreement dated as of May 28, 2003, as such agreement was amended from time to time, between Seller and Buyer (the “Original Agreement”). Capitalized terms used in this Annex I without definition shall have the respective meanings assigned to such terms in the Master Repurchase Agreement. This Annex I is intended to supplement the Master Repurchase Agreement and shall, wherever possible, be interpreted so as to be consistent with the Master Repurchase Agreement; however, in the event of any conflict or inconsistency between the provisions of this Annex I, on the one hand, and the provisio
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
I, Stephen D. Plavin, agree to the terms and conditions of employment with Capital Trust, Inc. (the “Company”) set forth in this Employment Agreement (this “Agreement”) dated as of December 28, 2005 (“Original Effective Date”), and amended and restated as of January 1, 2009 (“Effective Date”).
TERMINATION AGREEMENTTermination Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts
TERMINATION OF MASTER REPURCHASE AGREEMENT, dated as of March 16, 2009 (this “Termination”), between CAPITAL TRUST, INC., a Maryland corporation (the “Seller”) and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (the “Buyer”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of March 16, 2009 by CAPITAL TRUST, INC., a Maryland corporation (the “Pledgor”), for the benefit of WESTLB AG, NEW YORK BRANCH, as collateral agent on behalf of the lenders party to the Credit Agreement (as hereinafter defined) (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
AMENDMENT NO. 10 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
AMENDMENT NO. 10, dated as of March 16, 2009 (this “Amendment”), to that certain Master Repurchase Agreement, dated as of July 29, 2005 (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 CAPITAL TRUST, INC. (“CT”), CT RE CDO 2004-1 SUB, LLC (“CDO 2004-1”), CT RE CDO 2005-1 SUB, LLC (“CDO 2005-1”) and CT XLC HOLDING, LLC (“CT XLC”), as sellers (collectively, the “Sellers”) and MORGAN STANLEY BANK, N.A., as buyer (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings specified therefor in the Repurchase Agreement.
ContractEmployment Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts
The undersigned agree this 31st day of December, 2008 that to the extent the undersigned agree to extend or renew the employment agreement between us dated August 4, 2006 beyond December 31, 2008, such agreement shall be amended effective January 1, 2009 in the same manner (to the extent applicable) that changes are reflected in redlining and strike-out on the form of amended and restated employment agreement (with Stephen Plavin) that is attached hereto as Exhibit A. In the first quarter of 2009, we shall decide whether to extend or renew the employment agreement and if so extended or renewed we shall execute an amended and restated employment agreement in order to clarify all of the forgoing changes being made by this letter agreement.
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT, dated as of March 16, 2009 (this “Amendment”), by and between CAPITAL TRUST, INC., a Maryland corporation (“Seller”) and CITIGROUP GLOBAL MARKETS, INC., a Delaware corporation (“Securities Buyer”), and CITIGROUP FINANCIAL PRODUCTS INC., a Delaware corporation (“Loan Buyer”; each of Loan Buyer and Securities Buyer, a “Buyer” and collectively, the “Buyers”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement (as hereinafter defined).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 16, 2009 among CAPITAL TRUST, INC. The Lenders Party Hereto and WESTLB AG, NEW YORK BRANCH, as Administrative Agent ___________________________ WESTLB AG, NEW YORK BRANCH, as Sole Bookrunner,...Credit Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 16, 2009 (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.
ContractMaster Repurchase Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
AGREEMENT (this “Agreement”) dated as of March 16, 2009, by Capital Trust, Inc. (the “Seller”) and Goldman Sachs Mortgage Company (“Buyer”), each a “Party”, and, collectively, the “Parties”.
SATISFACTION, TERMINATION AND RELEASE AGREEMENTSatisfaction, Termination and Release Agreement • March 16th, 2009 • Capital Trust Inc • Real estate investment trusts • New York
This SATISFACTION, TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is dated as of February 25, 2009, between UBS REAL ESTATE SECURITIES INC. (“Buyer”), having an address at 1285 Avenue of the Americas, New York, NY 10019, and CAPITAL TRUST, INC. (“Seller”), having an address at 410 Park Avenue, 14th Floor, New York, NY 10022.
