Master Repurchase AgreementMaster Repurchase Agreement • September 5th, 2003 • Criimi Mae Inc • Real estate investment trusts • New York
CRIIMI MAE Inc. 11200 Rockville Pike, Suite 400 Rockville, MD 20852 August 26, 2003Termination of Employment Agreement • September 5th, 2003 • Criimi Mae Inc • Real estate investment trusts • Maryland
Effective as of August 25, 2003, CRIIMI MAE Inc. (“CRIIMI”) and CRIIMI MAE Management, Inc. (“Management” and collectively with CRIIMI, the “Company”) and you agree that any and all previous employment, severance, service or similar agreements between CRIIMI and/or Management and you (whether written or oral) including, without limitation, your Employment Agreement, dated July 25, 2001, as amended, between CRIIMI and you (the “Employment Agreement”) shall be terminated and cease to have any effect, including without limitation, Section 6.5 of the Employment Agreement, notwithstanding any survival clauses therein. You acknowledge and agree that this letter agreement (the “Agreement”) provides adequate consideration for the termination of your Employment Agreement and this Agreement is the only document which sets forth your rights in consideration of such termination of the Employment Agreement. As consideration for the termination of the Employment Agreement and for other good consider
ANNEX I Supplemental Terms and ConditionsMaster Repurchase Agreement • September 5th, 2003 • Criimi Mae Inc • Real estate investment trusts
This Annex I forms a part of the Master Repurchase Agreement dated as of June 26, 2003 (the “Repurchase Agreement”) between BEAR, STEARNS & Co., Inc., as agent for BEAR, STEARNS INTERNATIONAL LIMITED (“Buyer”), CRIIMI MAE Asset Acquisition Corp. (the “Seller” or “Hedging Party”) and CRIIMI MAE INC. (the “Guarantor”). This Annex I shall apply to Transactions in which Bear, Stearns International Limited will be the Buyer of certain subordinated commercial mortgage-backed securities (“CMBS”) issued with respect to pools of commercial mortgage loans or other securities, in each case, approved by Buyer in its sole discretion (each, an “Other Bear Approved Asset”) from Seller in accordance with the terms described below (each, a “CMBS Transaction”). All CMBS Transactions between Seller and Buyer will be subject to the Repurchase Agreement, this Annex I, each Confirmation under the Repurchase Agreement (the Repurchase Agreement, this Annex I and each Confirmation, collectively, the “Agreement
BEAR, STEARNS & CO., INC.Side Letter • September 5th, 2003 • Criimi Mae Inc • Real estate investment trusts • New York
This letter agreement will constitute the side letter in connection with that certain Master Repurchase Agreement and Annex I, dated as of the date hereof (as amended from time to time, the “Repurchase Agreement”), among CRIIMI MAE Inc. (“CRIIMI MAE”), CRIIMI MAE Asset Acquisition Corp. (“CMAAC”, and together with CRIIMI MAE, “CRIIMI”) and Bear, Stearns & Co., Inc., as agent for Bear, Stearns International Limited (“Bear, Stearns”). In the event that CRIIMI (or an Affiliate), during the period commencing with the date of this letter agreement and ending on the date which is six months following the Termination Date of the Repurchase Agreement, enters into a collateralized debt obligation or any similarly structured product backed by any CMBS that was at any point in time Purchased CMBS under the Repurchase Agreement (such CMBS, “Released CMBS”, and any such collateralized debt obligation of similarly structured product, a “CDO”), CRIIMI shall pay to Bear, Stearns a fee in the amount of
