Exhibit 10.3
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of June
1, 2004 (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"
and together with the Original Agreement, the "Repurchase Agreement"), by and
between Goldman Sachs 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
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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. Facility Termination Date. (a) The definition of "Facility
Termination Date" in Section 2(c) of Annex I to the Repurchase Agreement is
hereby deleted in its entirety and replaced with the following:
"`Facility Termination Date' shall mean June 1, 2006 unless
extended pursuant to Section 3(r) of Annex 1."
(b) The reference to June 1, 2004 in Section 3(r) of Annex I to
the Repurchase Agreement is hereby amended to read June 1, 2006.
2. Other Amendments.
(a) Definition of Eligible Loans. The definition of "Eligible
Loans" in Section 2(c) of Annex I to the Repurchase Agreement is hereby deleted
in its entirety and replaced with the following:
" `Eligible Loans' shall mean any of the following types of loans
listed in (i) through (v) below, (v) acceptable to Buyer in the exercise of
its sole and absolute discretion, (w) secured directly or indirectly by an
Eligible Property, (x) having a remaining term (after giving effect to the
exercise of any extension options) not to exceed seven (7) years, (y) as to
which the applicable representations and warranties set forth in Exhibit V
are true and correct as of the applicable Purchase Date and (z) has a
maximum LTV of 85%:
(i) performing Mezzanine Loans which are secured by pledges of
the equity ownership interests in entities that directly or indirectly
own Eligible Properties (the "Mezzanine Loans").
(ii) senior participation interests (or a senior promissory note
that is, in effect, similar in nature to a senior participation
interest) in performing Mortgage Loans secured by first liens on
Eligible Properties that also may secure a junior promissory note (or
junior interest) in such loan (the "Senior First Mortgage B Notes").
(iii) junior participation interests (or a junior promissory note
that is, in effect, similar in nature to a junior participation
interest) in performing Mortgage Loans secured by first liens on
Eligible Properties that also secure a senior promissory note (or senior
interest) in such loan (the "Junior First Mortgage B Notes").
(iv) any other performing loan, participation interest, preferred
equity investment or other junior mezzanine or subordinate investment
which has a maximum LTV of 85% and which does not otherwise conform to
the criteria set forth in clauses (i) through (iii) above that Buyer
elects in its sole discretion to purchase (the "Other Mezzanine
Investments")."
(b) First Mortgage B Notes: The following definition is hereby
added to Secton 2(c) of Annex I to the Repurchase Agreement (in the appropriate
alphabetical order):
" `First Mortgage B Note' shall mean any Senior First Mortgage B
Note or Junior First Mortgage B Note."
(c) Purchase Percentage: The definition of the term "Purchase
Percentage" in Section 2(c) of Annex I to the Repurchase Agreement is hereby
amended to read as follows:
" `Purchase Percentage' shall mean, with respect to any Purchased
Loan, the applicable "Purchase Percentage" specified in Schedule 1 and
approved by Buyer for a Loan Type (or as otherwise specified in the
applicable Confirmation)."
(d) Extended Repurchase Period: The terms "Extended Repurchase
Period" and "Extended Repurchase Period Monthly Payment Amount" are hereby
deleted from Section 2(c) of Annex I to the Repurchase Agreement and Section
3(s) of Annex I to the Repurchase Agreement is hereby deleted in its entirety.
(e) Schedule 1: Schedule 1 attached to Annex I to the Repurchase
Agreement is hereby replaced in its entirety with Schedule A-1 attached hereto.
3. 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.
4. 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.
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5. Governing Law. This Amendment shall be governed by and
construed and interpreted in accordance with the laws of the State of New York.
6. 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.
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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.
GOLDMAN SACHS MORTGAGE COMPANY,
as a Buyer
By: Goldman Sachs Real Estate Funding Corp.
By: /s/ Jonathan Sobel
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Name: Jonathan Sobel
Title: Director
GOLDMAN SACHS MORTGAGE COMPANY,
as Administrative Agent
By: Goldman Sachs Real Estate Funding Corp.
By: /s/ Jonathan Sobel
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Name: Jonathan Sobel
Title: Director
COMMERZBANK AG, NEW YORK BRANCH,
as a Buyer
By: /s/ Anthony J. Tuffy
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Name: Anthony J. Tuffy
Title: Senior Vice President
By: /s/ Michael Zanolli
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Name: Michael Zanolli
Title: Senior Vice President
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CAPITAL TRUST, INC., as Seller
By: /s/ Brian H. Oswald
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Name: Brian H. Oswald
Title: Chief Financial Officer
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SCHEDULE 1
Purchase Percentages and Applicable Spreads
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Applicable
Spread
Purchase (basis
LTV Percentage* points)*
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LTV less than or equal to 60% Less than or 100
equal to
65%
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Greater than 125
65% but less
than or
equal to 85%
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LTV greater than 60% and less than or Less than or 135
equal to 70% equal to
60%
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Greater than 160
60% but less
than or
equal to 80%
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Less than or 175
LTV greater than 70% and less than or equal to
equal to 85% 50%
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Greater than 200
50% but less
than or
equal to 70%
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* Or as otherwise determined by Buyer in its sole discretion on a case-by-case
basis and set forth in a Confirmation.
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