AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of March 31, 2011 between CT LEGACY JPM SPV, LLC, as Seller, and JPMORGAN CHASE BANK, N.A., as BuyerMaster Repurchase Agreement • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March 31, 2011, by and between JPMORGAN CHASE BANK, N.A., a national banking association organized under the laws of the United States (“Buyer”) and CT LEGACY JPM SPV, LLC (“Seller”).
ContractSecured Note • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
THIS SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”). THIS SECURED NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
EXCHANGE AGREEMENTExchange Agreement • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2011, by and between CT Legacy Holdings, LLC, a Delaware limited liability company (“CT Legacy Holdings”), and CT Legacy Series 2 Note Issuer, LLC, a Delaware limited liability company (the “CT Series 2 Note Issuer”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in Exhibit A hereto.
This REDEMPTION AGREEMENT (this “Agreement”), dated as of March 31, 2011, is entered into by and among Capital Trust, Inc., a Maryland corporation (“CT”), CT Legacy Holdings, LLC, a Delaware limited liability company (“CT Legacy Holdings”), CT Legacy...Redemption Agreement • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
This Note and the amounts payable hereunder, including principal and accrued interest, shall be secured obligations of the Issuer, and shall be secured by those certain limited liability company interests in CT Legacy REIT Holdings (the “Collateral”), in accordance with the terms of the Pledge Agreement and the Control Agreements. The Issuer agrees that it shall cause all cash dividends and other cash distributions received by it on or with respect to the Collateral to be remitted to an account designated by the Holder on the signature page hereto or any other account subsequently designated by the Holder by providing notice to the Issuer in accordance with Section 9(j) hereto.
CONTRIBUTION AGREEMENTContribution Agreement • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2011, by and among, CT Legacy Holdings, LLC, a Delaware limited liability company (“CT Legacy Holdings”), Five Mile Capital II CT Equity SPE LLC, a Delaware limited liability company (“Five Mile Shareholder”), and CT Legacy REIT Holdings, LLC, a Delaware limited liability company (the “CT Legacy REIT Holdings”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in Exhibit A hereto.
CONTRIBUTION AGREEMENTContribution Agreement • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2011, by and between Five Mile Capital II CT Mezz SPE LLC, a Delaware limited liability company (“Five Mile Lender”), Five Mile Capital II CT Equity SPE LLC, a Delaware limited liability company (“Five Mile Shareholder”), and CT Legacy REIT Mezz Borrower, Inc., a Maryland corporation (the “CT Legacy REIT Mezz Borrower”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in Exhibit A hereto.
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of March 31, 2011, is entered into by and among Capital Trust, Inc., a Maryland corporation (“CT”), CT Legacy Holdings, LLC, a Delaware limited liability company (“CT Legacy...Contribution and Exchange Agreement • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
THIS SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”). THIS SECURED NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
SUPPLEMENTAL INDENTURE, dated as of March 31, 2011 (the “Supplemental Indenture”), 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 (the “Trustee”), to Junior Subordinated Indenture, dated as of March 16, 2009, between the Company and the Trustee (the “Indenture”). Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of March 31, 2011 made by CT LEGACY REIT MEZZ BORROWER, INC., a Maryland corporation (the “Pledgor”), having offices at c/o Capital Trust, Inc., 410 Park Avenue, New York, NY 10022, in favor of FIVE MILE CAPITAL II CT MEZZ SPE LLC, a Delaware limited liability company (“Lender”), having an address c/o Five Mile Capital Partners LLC, Three Stamford Plaza, 301 Tresser Blvd., 12th Floor, Stamford, CT 06901.
ContractGuaranty • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
This EXCHANGE AGREEMENT (this “Agreement”), dated as of March 31, 2011, is entered into by and among Capital Trust, Inc., a Maryland corporation (“CT”), CT Legacy Holdings, LLC, a Delaware limited liability company (“CT Legacy Holdings”), CT Legacy...Exchange Agreement • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
THIS SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”). THIS SECURED NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
MEZZANINE LOAN AGREEMENT between CT Legacy REIT Mezz Borrower, Inc., as Borrower and Five Mile Capital II CT Mezz SPE LLC, as Mezzanine Lender Dated as of March 31, 2011Mezzanine Loan Agreement • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
This Mezzanine Loan Agreement (this “Agreement”) is entered into as of March 31, 2011, by and between Five Mile Capital II CT Mezz SPE LLC, a Delaware limited liability company having an address at c/o Five Mile Capital Partners, LLC, Three Stamford Plaza, 301 Tresser Boulevard, 12th Floor, Stamford, Connecticut 06901 (“Mezzanine Lender”) and CT Legacy REIT Mezz Borrower, Inc., a Maryland corporation, having an address at c/o Capital Trust, Inc., 410 Park Avenue, New York, New York 10022 (“Borrower”).
This EXCHANGE AGREEMENT (this “Agreement”), dated as of March 31, 2011, is entered into by and among Capital Trust, Inc., a Maryland corporation (“CT”), CT Legacy Holdings, LLC, a Delaware limited liability company (“CT Legacy Holdings”), CT Legacy...Exchange Agreement • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
This Note and the amounts payable hereunder, including principal and accrued interest, shall be secured obligations of the Issuer, and shall be secured by those certain limited liability company interests in CT Legacy REIT Holdings (the “Collateral”), in accordance with the terms of the Pledge Agreement and the Control Agreements. The Issuer agrees that it shall cause all cash dividends and other cash distributions received by it on or with respect to the Collateral to be remitted to an account designated by the Holder on the signature page hereto or any other account subsequently designated by the Holder by providing notice to the Issuer in accordance with Section 9(j) hereto.
CONTRIBUTION AGREEMENTContribution Agreement • May 10th, 2011 • Capital Trust Inc • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2011, by and among Capital Trust, Inc., a Maryland corporation (“CT”), CT Legacy Holdings, LLC, a Delaware limited liability company (“CT Legacy Holdings”), and CT Legacy REIT Mezz Borrower, Inc., a Maryland corporation (the “CT Legacy REIT Mezz Borrower”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in Exhibit A hereto.
