Exhibit 10.2
FIRST AMENDMENT TO REVOLVING
WAREHOUSE FINANCING AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING
WAREHOUSE FINANCING AGREEMENT (this “ Agreement
”) is dated as of January 19, 2005 by and among FALCON
FINANCIAL INVESTMENT TRUST, a Maryland real estate investment
trust, as Customer (the “ Customer ”), THE BANK
OF NEW YORK, as Paying Agent and Custodian (the “ Paying
Agent ” or the “ Custodian ,” as the
context requires), and iSTAR FINANCIAL INC., a Maryland
corporation, as Buyer (the “ Buyer
”).
RECITALS
A.
Customer, Custodian and Buyer have entered into that certain
Revolving Warehouse Financing Agreement dated as of April 28, 2004
(the “ Original Agreement ”).
B.
Customer and Buyer desire to modify certain of the terms and
provisions of the Original Agreement to, among other things,
increase the Facility Limit (as defined in the Original Agreement,
and extend the Facility Termination Date (as defined in the
Original Agreement), as more specifically set forth
hereinbelow.
C.
Capitalized terms used herein shall have the meanings ascribed
thereto in the Original Agreement.
NOW, THEREFORE, in consideration of
the mutual agreements, provisions and covenants contained herein,
the parties hereto agree as follows:
1.
Section 1.1 of the Original Agreement is modified as
follows:
(a)
The definition of “Change of Control” is hereby amended
by adding the following clause at the end of such definition
immediately following the reference to “part
(c)”:
; provided, further, that in no
event shall the Merger Closing constitute a Change of
Control.
(b)
The definition of “Facility Limit” is hereby deleted in
its entirety, and inserted in lieu thereof is the
following:
“ Facility Limit
” means $250,000,000.
(c)
The definition of “Facility Termination Date” is hereby
deleted in its entirety, and inserted in lieu thereof is the
following:
“ Facility Termination
Date ” means the date which is the first to occur of (i)
six (6) months following the termination of the Merger Agreement by
(x) Buyer (other than a termination of the Merger Agreement by
virtue of Customer’s default in accordance with Sections
8.1(b)(iii) or 8.1(b)(iv) of the Merger Agreement) or (y) Customer
by virtue of Buyer’s default in accordance with Sections
8.1(b)(iii) or 8.1(b)(iv) of the Merger Agreement, (ii) sixty
(60)
