Exhibit 10.1
EXECUTION VERSION
OMNIBUS AMENDMENT TO SECOND AMENDED AND
RESTATED
MASTER REPURCHASE AGREEMENT
THIS OMNIBUS AMENDMENT TO SECOND
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of
August 29, 2008 (this “ Amendment ”)
by and among Goldman Sachs Mortgage Company, as buyer (“
GSMC ”), Gramercy Warehouse Funding II LLC, as a
seller (“ Gramercy ”), GKK Trading Warehouse II
LLC, as a seller (“ GKK ” and together with
Gramercy, collectively, “ Seller ”), Gramercy
Capital Corp., as a guarantor, GKK Capital LP, as a guarantor,
Gramercy Investment Trust, as a guarantor and GKK Trading Corp., as
a guarantor, (together with Gramercy Capital Corp., GKK Capital LP
and Gramercy Investment Trust, “ Guarantor ”)
amends (i) that certain Second Amended and Restated Master
Repurchase Agreement, dated as of June 28, 2007, (as amended
from time to time, the “ Repurchase Agreement ”)
and (ii) that certain Second Amended and Restated Guaranty,
dated as of June 28, 2007, (as amended from time to time, the
“ Guaranty ”). Capitalized terms used but not
defined herein shall have the meanings set forth in the Repurchase
Agreement.
RECITAL
WHEREAS, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller, GSMC and Guarantor have agreed to amend the
Repurchase Agreement, Fee Letter and Guaranty as provided
herein;
NOW, THEREFORE, IT IS AGREED AS
FOLLOWS:
1.
Schedule 1
. Footnote 1 to Schedule 1 to
Annex I to the Repurchase Agreement is hereby deleted.
2.
Pricing Rate
. The definition of “Pricing
Rate” in Section 2(b) of Annex I to the
Repurchase Agreement is hereby deleted in its entirety and replaced
with the following:
“‘ Pricing Rate
’ shall mean, for any Purchased Loan and any Pricing Rate
Period, an annual rate equal to the LIBOR Rate for such Pricing
Rate Period plus the Applicable Spread for the applicable Loan Type
and shall be subject to adjustment and/or conversion as provided in
Sections 3(j) and 3(k) of this Annex I. The Pricing
Rate shall be computed on the basis of a 360-day year and the
actual number of days elapsed.”
3.
Facility Amount
. The definition of
“Facility Amount” in Section 2(c) of
Annex I to the Repurchase Agreement is hereby deleted in its
entirety and replaced with the following:
“‘ Facility
Amount ’ shall mean $200,000,000.”
4.
Extended Repurchase Monthly
Amount . The
definition of “Extended Repurchase Monthly Amount” in
Section 2(c) of Annex I to the Repurchase
Agreement is hereby deleted in its entirety.
5.
Future Advance Facility
Amount .
