EXHIBIT G
Amendment No. 2 to the Venture Agreement
This AMENDMENT NO. 2 TO THE VENTURE AGREEMENT and CONSENT ("Agreement
and Consent") is entered into this 21st day of April 2000, amongst Travelers
Limited Real Estate Mezzanine Investments I, LLC, a Delaware limited liability
company ("Limited REMI I"), Travelers General Real Estate Mezzanine Investments
II, LLC, a Delaware limited liability company ("General XXXX XX"), Travelers
Limited Real Estate Mezzanine Investments II, LLC, a Delaware limited liability
company, CT-F1, LLC, a Delaware limited liability company ("CT-F1"), CT-F2-GP,
LLC, a Delaware limited liability company, CT-F2-LP, LLC, a Delaware limited
liability company, CT Investment Management Co., LLC, a Delaware limited
liability company, and Capital Trust, Inc., a Maryland corporation.
WITNESSETH:
WHEREAS, the parties hereto are parties to that certain Venture
Agreement dated as of March 8, 2000 (the "Venture Agreement");
WHEREAS, the parties hereto desire to amend the Venture Agreement to
extend the time period within which each of Limited REMI I and CT-F1 have to
exercise their right to terminate the Venture Agreement pursuant to Section
2.12(e) of the Venture Agreement; and
WHEREAS, CT has requested that General XXXX XX consent to an extension
of the 30-day period referenced in Section 2.3 of the Venture Agreement for the
filing by CT with the SEC of its preliminary proxy and form of proxy relating to
the approval by CT's stockholders of the Warrant Issuance, and General XXXX XX
wishes to consent to such extension;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Certain Definitions. Capitalized terms used in this
Agreement and Consent without definition shall have the meanings set forth in
the Venture Agreement.
Section 2. Amendment.
2.1. The first sentence of Section 2.12(e) of the Venture Agreement is
hereby amended to delete the words "if within 48 days of the date hereof" and
replacing them with the words "if within 64 days of the date hereof (i.e., May
10, 2000)".
2.2. The fourth sentence of Section 2.3 of the Venture Agreement is
hereby amended to delete the words "subject to extension for an additional
fifteen (15) days" and replacing them with the words "subject to extension for
an additional thirty-one (31) days".
Section 3. Consent. Pursuant to Section 2.3 of the Venture Agreement,
as amended, CT hereby requests that General XXXX XX consent, and General XXXX XX
hereby consents, to an extension for an additional thirty-one (31) days (i.e.,
until May 10, 2000) of the period during which CT shall prepare and file with
the SEC its preliminary proxy statement and form of proxy relating to the
approval by CT's stockholders of the Warrant Issuance.
Section 4. Miscellaneous.
(a) Ratification. Except as expressly amended hereby, all
of the terms, provisions and conditions of the Venture Agreement are
hereby ratified and confirmed in all respects by each party, hereto
and, except as expressly amended hereby, are, and hereafter shall
continue, in full force and effect.
(b) Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of each party and their respective
successors and permitted assigns.
(c) Governing Law. This Agreement shall be governed by and
be construed in accordance with the laws of the State of New York
without regard to its conflict of laws principles.
(d) Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
CAPITAL TRUST, INC. TRAVELERS LIMITED REAL ESTATE
MEZZANINE INVESTMENTS I, LLC
By: /s/ Xxxx X. Xxxxx By:
------------------------------------- -------------------------------------
Chief Executive Officer Xxxxxxx Xxxxxx
Vice President
CT-F1, LLC TRAVELERS GENERAL REAL ESTATE
By: Capital Trust, Inc., sole Member MEZZANINE INVESTMENTS II, LLC
By: /s/ Xxxx X. Xxxxx By:
------------------------------------- -------------------------------------
Chief Executive Officer Xxxxxxx Xxxxxx
Vice President
CT-F2-GP, LLC TRAVELERS LIMITED REAL ESTATE
By: Capital Trust, Inc., sole Member MEZZANINE INVESTMENTS II, LLC
By: /s/ Xxxx X. Xxxxx By:
------------------------------------- -------------------------------------
Chief Executive Officer Xxxxxxx Xxxxxx
Vice President
CT-F2-LP, LLC CT INVESTMENT MANAGEMENT CO., LLC
By: Capital Trust, Inc., sole Member By: Capital Trust, Inc., sole Member
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx
------------------------------------- -------------------------------------
Chief Executive Officer Chief Executive Officer
