ISTAR FINANCIAL INC
EXHIBIT 10.9
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>2
<FILENAME>a2040515zex-10_9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>

<PAGE>

                                                                    Exhibit 10.9

               FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") is
made as of October 29, 1999, by and among TRINET CORPORATE REALTY TRUST (the
"BORROWER"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent
(the "LEAD AGENT"), BANK OF AMERICA, N.A. ("BAC"), and the BANKS listed on the
signature pages hereof.

                              W I T N E S S E T H:
                              --------------------

            WHEREAS, the Borrower and the Banks have entered into the Third
Amended and Restated Revolving Credit Agreement, dated as of June 1, 1998 (the
"CREDIT AGREEMENT"); and

            WHEREAS, the parties desire to modify the Credit Agreement upon the
terms and conditions set forth herein.

            NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:

1.    DEFINITIONS. All capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Credit Agreement.

<PAGE>

2.    LEAD AGENT. Simultaneously herewith, Morgan has assigned and transferred
its Commitment to BAC and Bank One, NA, and, in accordance with Section 7.8 of
the Credit Agreement, hereby resigns as Lead Agent. The Required Banks, with the
approval of the Borrower, hereby appoint BAC 257582.08-New York S3A as successor
Lead Agent, and Bank One, NA, as "syndication agent". The syndication agent has
no right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Banks as such. From and after the
date hereof, all references to Morgan shall be deemed to be references to BAC.

3.    BAS. The Required Banks acknowledge and agree that Banc of America
Securities LLC ("BAS") is hereby appointed "book manager" and "lead arranger".

4.    APPLICABLE MARGIN. The grid set forth in the definition "Applicable
Margin" is hereby deleted and the following substituted therefor:

<PAGE>

<TABLE>
<CAPTION>
Range of             Applicable
Borrower's           Margin for           Applicable        Applicable
Credit Rating        Base Rate            Margin for        Margin for Euro
(S&P/Moody's         Loans                CD Loans          Dollar Loans
RATINGS)          (% PER ANNUM)           (% PER ANNUM)     (% PER ANNUM)
---------   -------------------     -------------------     ---------------
<S>                  <C>                     <C>                 <C>
BBB+/Baa1            0.25                    0.975               0.85
BBB/Baa2             0.25                    1.125               1.00
BBB-/Baa3            0.25                    1.1875              1.0625
Non-Invest-
  ment Grade         0.50                    1.675               1.55

</TABLE>


5.    LETTERS OF CREDIT. The references in Sections 2.2(b) and 2.6(c) to "10:00
A.M., New York City time" are hereby deleted, and "11:00 A.M., New York City
time" substituted therefor. In addition, the following is hereby inserted after
the second sentence of Section 2.2(b): "In addition, together with such notice,
the Borrower shall deliver to the designated Fronting Bank an "Application and
Agreement for Standby Letter of Credit" in the form attached hereto as EXHIBIT
A, or in such other form as may reasonably be required by the designated
Fronting Bank."

6.    EXTENSION FEE. Section 2.9(c) is hereby deleted, and the following
substituted therefor:

            (c) EXTENSION FEE. Simultaneously with the delivery by Borrower of
            the Notice to Extend pursuant to Section 2.10(b), the Borrower shall
            pay to the Lead Agent for the account of the Banks ratably in
            proportion to their Commitments an extension fee (each, the
            "EXTENSION FEE") of .20% of the Commitments then outstanding
            (provided, with respect to any Bank's share of such fee, such Bank
            has honored its Commitment in accordance herewith).

7.    EXTENSION OPTION. Section 2.10(c) of the Credit Agreement, and all
references to Section 2.10(c) and to the Request to Extend, are hereby deleted.


8.    REPRESENTATIONS. Section 4.15 of the Credit Agreement is hereby deleted.

9.    FINANCIAL INFORMATION. The reference to "Borrower" in Section 5.1(k) of
the Credit Agreement is hereby deleted and "Starwood" substituted therefor.

10.   DIVIDENDS. Section 5.8(d) is hereby deleted and the following substituted
therefor:

            (d) DIVIDENDS. The Borrower will not, as determined as of the last
            day of each quarter, with respect to the previous four quarters, pay
            or declare any dividends on common stock in excess of 85% of CFFOA
            (as hereinafter defined) for such previous four quarters, provided,
            however, that dividends may exceed 85% of CFFOA if required in order
            for Starwood Financial Inc. ("STARWOOD") to maintain its status as a
            real estate investment trust under the Code, assuming, however, that
            all other Subsidiaries of Starwood shall have dividended or
            distributed 100% of their disposable cash during the applicable
            twelve (12) month period to Starwood. For purposes hereof, "CFFOA"
            means the "net cash provided by operating activity", as shown on the
            Borrower's consolidated statements of cash flows,


                                       2
<PAGE>


      and calculated in a manner consistent with the Borrower's historical
      methods of calculating the same.

11.   ACQUISITION. Notwithstanding the provisions of Section 5.9 of the Credit
Agreement, the Required Banks hereby consent to the acquisition by merger (the
"MERGER") of 100% of the stock of the Borrower by Starwood and hereby waive any
Event of Default that would otherwise arise under Sections 6.1(i), (j) and (k)
of the Credit Agreement.

12.   CHANGES IN BUSINESS. Section 5.10 is hereby amended by adding after the
reference to "Section 5.17" the following: "and Section 5.23".

13.   BORROWER STATUS. Section 5.13 of the Credit Agreement is hereby deleted
and the following substituted therefor: "Borrower shall at all times maintain
its status as a "qualified REIT subsidiary" of Starwood."

14.   ASSET SALES AND TRANSFERS. The following Section 5.20 is hereby added to
the Credit Agreement:

            SECTION 5.20 ASSET SALES AND TRANSFERS. The Borrower shall not sell,
            transfer or otherwise convey any Real Property Asset to any
            Affiliate, other than a wholly-owned Subsidiary or a newly formed
            joint venture with an unaffiliated third party, except that any such
            sale, transfer or


                                       3
<PAGE>


            conveyance shall be permitted if the same is for a price not less
            than the then fair market value of the applicable Real Property
            Asset, shall be on an all cash basis, and shall otherwise be on fair
            market, arms' length terms. For purposes of this Section, the term
            "AFFILIATE" shall mean as applied to any Person, any other Person
            that directly or indirectly controls, is controlled by, or is under
            common control with, that Person. For purposes of this definition,
            "control" (including, with correlative meanings, the terms
            "controlling", "controlled by" and "under common control with"), as
            applied to any Person, means the possession, directly or indirectly,
            of the power to vote fifteen percent (15%) or more of the equity
            securities having voting power for the election of directors of such
            Person or otherwise to direct or cause the direction of the
            management and policies of that Person, whether through the
            ownership of voting equity securities or by contract or otherwise.

15.   INTERCOMPANY DEBT. The following Section 5.21 is hereby added to the
Credit Agreement: SECTION 5.21. The Borrower may not incur any Debt from
Starwood or any Affiliate of Starwood ("AFFILIATE DEBT"), unless repayment of
such Debt, by its express written terms, is fully subordinated to the repayment
of the Loans and all other Obligations, as well as all other Debt from
un-Affiliated third parties. In addition, all Affiliate Debt shall be on then
market terms, and at no time shall, in the aggregate, exceed fifteen percent
(15%) of the total Debt permitted pursuant to Section 5.8(b) of the Credit
Agreement. In addition, at no time may the Borrower or any Subsidiary of the
Borrower lend any amounts to Starwood or any of its wholly-owned Subsidiaries or
any Affiliates of Starwood


                                       4
<PAGE>


that in the aggregate would exceed five percent (5%) of Consolidated Tangible
Net Worth.

16.   BOARD OF DIRECTORS. The following Section 5.22 is hereby added to the
Credit Agreement:

                  SECTION 5.22. From and after the Effective Date, the members
            of the board of directors of the Borrower (the "Board") shall at all
            times be identical with the members of the board of directors of
            Starwood, except that at all times there shall be one additional
            member of the Board (the "SPECIAL DIRECTOR"), which member shall be
            "independent" (in accordance with S&P's standard requirement from
            time to time). A unanimous vote of all members of the Board,
            including the Special Director, shall be required in accordance with
            the organizational documents of the Borrower (the "UNANIMOUS VOTING
            REQUIREMENT", for the Borrower to (i) file a voluntary insolvency
            proceeding, or (ii) to sell, transfer or convey in any three (3)
            month period, any Real Property Asset(s) to Starwood or any
            wholly-owned Subsidiary of Starwood or any Affiliates of Starwood
            other than a wholly-owned Subsidiary of the Borrower or a newly
            formed joint venture of the Borrower with an unaffiliated third
            party, that exceed, either individually or in the aggregate, five
            percent (5%) of Combined Asset Value as of the last day of the most
            recently ended fiscal quarter for which financial information has
            been delivered in accordance with Section 5.1 (a) and (b).

17.   ALTERNATIVE INVESTMENTS. The following Section 5.23 is hereby added to the
Credit Agreement:


                                       5
<PAGE>


            SECTION 5.23. ALTERNATIVE INVESTMENTS. Borrower may use proceeds of
            the Loans to make Alternative Investments, provided, however, that
            as of the last day of each calender quarter, the total book value,
            calculated in accordance with GAAP but without deduction for
            depreciation, of Alternative Investments made from and after the
            closing of the Merger shall not exceed 20% of Combined Asset Value.
            For purposes hereof, "ALTERNATIVE INVESTMENTS" means any investment
            other than (i) the acquisition of a Real Property Asset more than
            75% of the rentable area of which is leased to a single tenant,
            whether directly or through a joint venture, or (ii) development
            activities as described in Section 5.17. Whether directly or through
            a joint venture.

18.   EVENTS OF DEFAULT. (a) Section 6.1(i) of the Credit Agreement is hereby
deleted and the following substituted therefor: "(i) Starwood shall cease to
own, directly or indirectly, 100% of the issued and outstanding shares of stock
of the Borrower;".

            (b) Section 6.1(j) of the Credit Agreement is hereby deleted and the
            following substituted therefor: "(j) there shall not be at all times
            at least one Special Director on the Board, or the Unanimous Voting
            Requirements shall be amended, modified or terminated without the
            prior written consent of the Required Banks;"

            (c) Section 6.1(k) of the Credit Agreement is hereby deleted and the
            following substituted therefor: "(k) Starwood shall cease at any
            time to qualify as a real estate investment trust under the Code;".

19.   NOTICES. The reference in Section 9.1 of the Credit Agreement to "One
Embarcadero Center, 33rd Floor, San Francisco, CA 94111, Attn.: A. William
Stein" is hereby deleted and the following substituted therefor: "1114 Avenue of
the Americas, 27th Floor, New York, NY 10036, Attn.: Spencer Haber, with a copy
to Nina Matis, Esq."

20.   ADDITIONAL COMMITMENT. Section 9.18 of the Credit Agreement is hereby
deleted.

21.   EFFECTIVE DATE. This Amendment shall become effective when each of the
following conditions is satisfied (or waived by the Required Banks) (the date
such conditions are satisfied or waived being deemed the "EFFECTIVE DATE"):

            (a) the Borrower shall have executed and delivered to the Lead Agent
            a duly executed original of this Amendment;


                                       6
<PAGE>


            (b) the Required Banks shall have executed and delivered to the Lead
            Agent a duly executed original of this Amendment;

            (c) the Lead Agent shall have received all documents the Lead Agent
            may reasonably request relating to the existence of the Borrower,
            the authority for and the validity of this Amendment, and the other
            documents executed in connection therewith, and any other matters
            relevant hereto, all in form and substance reasonably satisfactory
            to the Lead Agent. Such documentation shall include, without
            limitation, the organizational documents of the Borrower, as
            amended, modified or supplemented prior to the Effective Date, each
            certified to be true, correct and complete by an officer of the
            Borrower, as of a date not more than twenty (20) days prior to the
            Effective Date, together with a good standing certificate from the
            Secretary of State (or the equivalent thereof) of the State of
            Maryland with respect to


                                       7
<PAGE>


            the Borrower, to be dated not more than twenty (20) days prior to
            the Effective Date;

            (d) the Lead Agent shall have received all certificates, agreements
            and other documents and papers referred to in this Amendment, unless
            otherwise specified, in sufficient counterparts, satisfactory in
            form and substance to the Administrative Agent in its reasonable
            discretion;


            (e) the Borrower shall have taken all actions required to authorize
            the execution and delivery of this Amendment and the performance
            hereof by the Borrower;

            (f) the Lead Agent shall have received from the Borrower, for the
            account of the Banks, an amendment fee equal to .30% of the
            Commitments;

            (g) the Lead Agent shall have received the reasonable fees and
            expenses accrued through the Effective Date of Skadden, Arps, Slate,
            Meagher & Flom LLP, together with any other fees or expenses of the
            Lead Agent;


                                       8
<PAGE>


            (h) the representations and warranties of the Borrower contained in
            the Credit Agreement, as amended hereby, shall be true and correct
            in all material respects on and as of the Effective Date, as the
            same may be amended by virtue of the Merger transactions with
            Starwood described in the Proxy, dated September 22, 1999, a copy of
            which has previously been delivered by the Borrower to the Banks
            (the "PROXY");

            (i) receipt by the Lead Agent and the Banks of a certificate of an
            officer of the Borrower certifying that the Borrower is in
            compliance with all covenants of the Borrower contained in the
            Credit Agreement, as amended hereby, including, without limitation,
            the requirements of Section 5.8, as of the Effective Date, as the
            same may be amended by virtue of the Merger transactions with
            Starwood described in the Proxy; and

            (j) receipt by the Lead Agent of proof reasonably satisfactory to
            the Lead Agent that Starwood shall have acquired by merger 100% of
            the stock of the Borrower.

22. ENTIRE AGREEMENT. This Amendment constitutes the entire and final agreement
among the parties hereto with


                                       9
<PAGE>


respect to the subject matter hereof and there are no other agreements,
understandings, undertakings, representations or warranties among the parties
hereto with respect to the subject matter hereof except as set forth herein.

23.   GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the law of the State of New York.

24.   COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart.

25.   HEADINGS, ETC. Section or other headings contained in this Amendment are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Amendment.

26.   NO FURTHER MODIFICATIONS. Except as modified herein, all of the terms and
conditions of the Credit Agreement, as modified hereby shall remain in full
force and effect and, as modified hereby, the Borrower confirms and ratifies all
of the terms, covenants and conditions of the Credit Agreement in all respects.


                                       10
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.



BORROWER:                TRINET CORPORATE REALTY TRUST, INC.


                         By:
                            ------------------------------
                            Name:
                            Title:

                         Facsimile number:  (415) 391-6259
                         Address: One Embarcadero Center
                                  33rd Floor
                                  San Francisco, CA 94111
                                  Attn: Chief Financial
                                        Officer


                                       11
<PAGE>


                         MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                         as Bank and as resigning Lead Agent


                         By:
                            ------------------------------
                            Name:
                            Title:


                                       12
<PAGE>


                         BANK OF AMERICA, N.A., as a Bank
                         and as successor Lead Agent


                         By:
                            ------------------------------
                            Name:
                            Title:

                                  600 Montgomery Street
                                  37th Floor
                                  Mail Code: CA5-801-37-01
                                  San Francisco, CA 94111
                                  Attention:
                                  Telecopy:

                                  DOMESTIC AND EURO-CURRENCY LENDING
                                  OFFICE:

                                  Attention:
                                  Telecopy:


                                       13
<PAGE>


                         BANKERS TRUST COMPANY, as Co-Agent and as a Bank


                         By:
                            ------------------------------
                            Name:
                            Title:


                                       14
<PAGE>


                         DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                         as Bank and as Co-Agent


                         By:
                            ------------------------------
                            Name:
                            Title:


                         By:
                            ------------------------------
                            Name:
                            Title:


                                       15
<PAGE>


                         BANK ONE, NA (f/k/a The First National Bank of Chicago,
                         as a Bank, as Co-Agent, and as Syndication Agent


                         By:
                            ------------------------------
                            Name:
                            Title:


                                       16
<PAGE>


                         PNC BANK, NATIONAL ASSOCIATION, as a Bank
                         and as Co-Agent


                         By:
                            ------------------------------
                            Name:
                            Title:


                                       17
<PAGE>


                         AMSOUTH BANK


                         By:
                            ------------------------------
                            Name:
                            Title:


                                       18
<PAGE>


                         BANK OF MONTREAL, CHICAGO BRANCH


                         By:
                            ------------------------------
                            Name:
                            Title:


                                       19
<PAGE>


                         FIRST UNION NATIONAL BANK


                         By:
                            ------------------------------
                            Name:
                            Title:


                                       20
<PAGE>


                         UBS AG, STAMFORD BRANCH


                         By:
                            ------------------------------
                            Name:
                            Title:

                         By:
                            ------------------------------
                            Name:
                            Title:


                                       21
<PAGE>


                         KEY BANK NATIONAL ASSOCIATION
                         (f/k/a Society Bank)


                         By:
                            ------------------------------
                            Name:
                            Title:


                                       22
<PAGE>


                         THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                         LOS ANGELES AGENCY


                         By:
                            ------------------------------
                            Name:
                            Title:


                                       23
<PAGE>




                         COMMERZBANK AKTIENGESELLSCHAFT,
                         NEW YORK AND GRAND CAYMAN BRANCHES


                         By:
                            ------------------------------
                            Name:
                            Title:

                         By:
                            ------------------------------
                            Name:
                            Title:


                                       24
<PAGE>


                         BANQUE NATIONALE DE PARIS


                         By:
                            ------------------------------
                            Name:
                            Title:

</TEXT>
</DOCUMENT>
