0001104659-06-015434 Sample Contracts

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • March 10th, 2006 • Capital Trust Inc • Real estate investment trusts • New York

that the Bailee has received the documents comprising the Purchased Asset File as set forth in the Custodial Delivery (as defined in that certain Custodial Agreement dated as of December 22, 2005, among Seller, Buyer and Custodian (as defined in Section 5 below), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Amended and Restated Master Repurchase Agreement dated as of February 15, 2006, among Seller and Buyer (the “Amended and Restated Master Repurchase Agreement”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2006 • 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 (“Effective Date”).

AMENDED AND RESTATED FUND II INVESTMENT MANAGEMENT AGREEMENT Dated as of April 9, 2001
Investment Management Agreement • March 10th, 2006 • Capital Trust Inc • Real estate investment trusts • New York
Bear, Stearns International Limited 383 Madison Avenue New York, New York 10179
Capital Trust Inc • March 10th, 2006 • Real estate investment trusts • New York

Re: Pricing Terms for Amended and Restated Master Repurchase Agreement, dated as of February 15, 2006, by and between Bear, Stearns International Limited, Capital Trust, Inc. and CT BSI Funding Corp.

Bear, Stearns Funding, Inc. 383 Madison Avenue New York, New York 10179
Capital Trust Inc • March 10th, 2006 • Real estate investment trusts • New York

Re: Pricing Terms for Amended and Restated Master Repurchase Agreement, dated as of February 15, 2006, by and between Bear, Stearns Funding, Inc., Capital Trust, Inc. and CT BSI Funding Corp.

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Bailee Agreement • March 10th, 2006 • Capital Trust Inc • Real estate investment trusts • New York

that the Bailee has received the documents comprising the Purchased Loan File as set forth in the Custodial Delivery (as defined in that certain Custodial Agreement dated as of August 16, 2005, among Seller, Buyer and Custodian (as defined in Section 5 below), in addition to such other documents required to be delivered to Buyer and/or Custodian pursuant to the Amended and Restated Master Repurchase Agreement dated as of February 15, 2006, among Seller and Buyer (the “Amended and Restated Master Repurchase Agreement”).

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