TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this "Agreement") is made as of March 8,
2000 between and among Capital Trust, Inc., a Maryland corporation and successor
to Capital Trust, a California business trust ("CT"), Vornado Realty L.P., a
Delaware limited partnership, EOP Operating Limited Partnership, a Delaware
limited partnership, and General Motors Investment Management Corporation, a
Delaware corporation, as agent for and for the benefit of the Pension Plans (as
defined in the Co-Investment Agreement (as defined below)) (collectively, the
"Co- Investors").
Preliminary Statement
A. CT and the Co-Investors are parties to that certain co-
investment agreement, dated as of July 28, 1998 (the "Co-Investment Agreement").
The Co-Investors own the entire liquidation amount of 8.25% step up convertible
trust preferred securities issued by CT's consolidated statutory trust
subsidiary, CT Convertible Trust I ("CT Trust"), a Delaware statutory business
trust (the "Trust Preferred Securities").
B. CT and certain of its affiliates and certain affiliates of
Citigroup Investments Inc., a Delaware corporation, have entered into that
certain venture agreement, dated as of the date hereof (the "Venture
Agreement"), pursuant to which, among other things, the parties thereto will
co-sponsor, commit to invest capital in and manage real estate mezzanine
investment opportunity funds, provided however, that CT and the Co-Investors
enter into this Agreement with respect to the termination of the Co-Investment
Agreement.
C. CT has requested that each of the Co-Investors agree to
terminate the Co-Investment Agreement. The Co-Investors are willing to do so in
consideration of the benefits to CT and its business arising from the Venture
Agreement and the transactions governed thereby and described therein.
D. CT and the Co-Investors desire to terminate the
Co-Investment Agreement as of the date hereof.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, it is agreed as follows:
913048.6
1. From and after the date hereof (the "Termination Date"),
subject to the conditions set forth herein, and subject to the issuance of
$89,742,000 liquidation amount of step up convertible trust preferred securities
and $60,258,000 of step up non-convertible trust preferred securities by CT
Trust in exchange for the Trust Preferred Securities, the Co-Investment
Agreement is hereby cancelled and terminated and is of no further force or
effect. The parties hereto hereby mutually release each other from all of their
respective obligations and liabilities under the Co-Investment Agreement whether
accrued prior to, or accruing from and after, the Termination Date.
2. Each of the parties has full power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby.
3. This Agreement shall be binding upon the parties hereto,
their affiliates, successors and assigns.
4. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York, without regard to principles
of conflicts of laws.
5. This Agreement may be executed in several counterparts and
all so executed shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties have not signed the original or the same
counterpart, except that no counterpart shall be binding unless a counterpart
has been signed by all parties.
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913048.6
IN WITNESS WHEREOF, the parties have executed this Termination
Agreement as of the date first above written.
CAPITAL TRUST INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
VORNADO REALTY L.P.
By: Vornado Realty Trust, its general
partner
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx, Vice President
Title: Chief Financial Officer
EOP OPERATING LIMITED PARTNERSHIP
By: Equity Office Properties Trust, its general
partner
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
GENERAL MOTORS INVESTMENT
MANAGEMENT CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director
913048.6
