EXHIBIT H
Amendment No. 3 to the Venture Agreement
This AMENDMENT NO. 3 TO THE VENTURE AGREEMENT ("Agreement") is entered
into this 10th day of May 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-Fl, LLC, a
Delaware limited liability company ("CT-Fl"), 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
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Certain Definitions. Capitalized terms used in this
Agreement 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 64 days of the date hereof" and
replacing them with the words "if within 73 days of the date hereof (i.e., May
19, 2000)".
Section 3. 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 I, 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.,
By: Capital Trust, Inc., sole Member LLC
By: Capital Trust, Inc., sole Member
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx X Xxxxx
------------------------------------- -------------------------------------
Chief Executive Officer Chief Executive Officer
