-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ex2xaM6oY+l314rkhnfUxw1XELugLlfdovxh7V804w9zbuzOEuk/Ze+ss/e2SKjO 45zkpWZA0PeCXeV2qaCT3Q== 0000903112-00-000888.txt : 20000524 0000903112-00-000888.hdr.sgml : 20000524 ACCESSION NUMBER: 0000903112-00-000888 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000523 GROUP MEMBERS: CHAI TRUST COMPANY, L.L.C. GROUP MEMBERS: CMH INVESTMENT PARTNERSHIP LP GROUP MEMBERS: CRAIG M. HATKOFF GROUP MEMBERS: JOHN R. KLOPP GROUP MEMBERS: JRK INVESTMENT PARTNERSHIP LP GROUP MEMBERS: SAM INVESTMENT TRUST GROUP MEMBERS: SAMSTOCK, L.L.C. GROUP MEMBERS: SZ INVESTMENTS LLC GROUP MEMBERS: VEQTOR FINANCE COMPANY, L.L.C. GROUP MEMBERS: ZELL GENERAL PARTNERSHIP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL TRUST INC CENTRAL INDEX KEY: 0001061630 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 946181186 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56371 FILM NUMBER: 642039 BUSINESS ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126550220 MAIL ADDRESS: STREET 1: BATTLE FOWLER LLP STREET 2: 75 E 55TH ST CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SZ INVESTMENTS LLC CENTRAL INDEX KEY: 0001093566 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364150443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124541800 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 SCHEDULE 13D/A As filed with the Securities and Exchange Commission on May 23, 2000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 6) Under the Securities Exchange Act of 1934 Capital Trust, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 14052H100 - ------------------------------------------------------------------------------- (CUSIP Number) Thomas E. Kruger, Esq. Michael L. Zuppone, Esq. Battle Fowler LLP 75 East 55th Street New York, NY 10022 (212) 856-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 8, 2000 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e)(f) or (g), check the following box . Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 931287.3 CUSIP No. 14052H100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Veqtor Finance Company, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 7 SOLE VOTING POWER 3,192,288 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 3,192,288 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,192,288 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.16% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 931287.3 CUSIP No. 14052H100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zell General Partnership, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Illinois NUMBER OF 7 SOLE VOTING POWER SHARES 3,267,288 BENEFICIALLY 8 SHARED DISPOSITIVE POWER OWNED BY -0- EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 3,267,288 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,267,288 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.52% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 931287.3 CUSIP No. 14052H100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sam Investment Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Illinois 7 SOLE VOTING POWER 3,267,288 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 3,267,288 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,267,288 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.52% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 931287.3 CUSIP No. 14052H100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Chai Trust Company, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Illinois NUMBER OF 7 SOLE VOTING POWER SHARES 3,267,288 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,267,288 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.52% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 931287.3 CUSIP No. 14052H100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SZ Investments, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 75,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.36% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 931287.3 CUSIP No. 14052H100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 Samstock, L.L.C. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 3,267,288 BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING -0- PERSON WITH 9 SOLE DISPOSITION POWER -0- 10 SHARED DISPOSITIVE POWER 75,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.36% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 931287.3 CUSIP No. 14052H100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CMH Investment Partnership LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 2,300,132 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,330,132 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.07% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 931287.3 CUSIP No. 14052H100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Craig M. Hatkoff 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 2,489,799 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,489,799 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,489,799 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.82% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 931287.3 CUSIP No. 14052H100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JRK Investment Partnership LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 2,330,132 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,330,132 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.07% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 931287.3 CUSIP No. 14052H100 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John R. Klopp 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 2,481,799 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,481,799 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,481,799 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.78% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 931287.3 CUSIP No. 14052H100 SCHEDULE 13D This Amendment No. 6 to Schedule 13D is filed by the Reporting Persons (as defined below) pursuant to rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. This Amendment No. 6 to Schedule 13D amends and supplements: o the Schedule 13D, dated July 15, 1997, as filed with the Securities and Exchange Commission (the "SEC") on July 25, 1997, as amended by o Amendment No. 1, as filed with the SEC on December 22, 1997, as amended by o Amendment No. 2, as filed with the SEC on July 2, 1998, as amended by o Amendment No. 3, as filed with the SEC on August 19, 1999, as amended by o Amendment No. 4, as filed with the SEC on September 30, 1999, as amended by o Amendment No. 5, as filed with the SEC on February 2, 2000 (together with the original schedule as previously amended, the "Schedule 13D"). ------------ The Reporting Persons are: (i) Veqtor Finance Company, L.L.C., a Delaware limited liability company ("VFC"); (ii) Samstock, L.L.C., a Delaware limited liability company ("Samstock"); (iii) SZ Investments LLC, a Delaware limited liability company and the sole member of Samstock ("SZI"); (iv) Zell General Partnership, Inc., an Illinois corporation and the sole managing member of SZI and the sole managing member of VFC ("Zell GP"); (v) the Sam Investment Trust, a trust formed under Illinois law and the sole stockholder of Zell GP ("Sam Trust"); (vi) Chai Trust Company, L.L.C., an Illinois limited liability company and the trustee of Sam Trust ("Chai"); (vii) CMH Investment Partnership LP, a Delaware limited partnership ("Hatkoff LP"); (viii) Mr. Craig M. Hatkoff, a citizen of the United States and the general partner of Hatkoff LP ("Hatkoff"); (ix) JRK Investment Partnership LP, a Delaware limited partnership ("Klopp LP"); and (x) Mr. John R. Klopp, a citizen of the United States and the general partner of Klopp LP ("Klopp" and, collectively with VFC, Samstock, SZI, Zell GP, Sam Trust, Chai, Hatkoff LP, Hatkoff and Klopp LP, the "Reporting Persons"). The original schedule reported beneficial ownership of class A common shares of beneficial interest, $1.00 par value (the "Class A Common Shares"), in Capital Trust, a California business trust. As reported in Amendment No. 3 to the Schedule 13D, Capital Trust has been reorganized into Capital Trust, Inc., a Maryland corporation and each Class A Common Share has been converted into one share of class A common stock, par value $.01 per share, of Capital Trust, Inc. This statement therefore now relates to the shares of class A common stock, par value $.01 per share ("Class A Common Stock"), of Capital Trust, Inc. (hereinafter the "Issuer"), whose principal office is located at 605 Third Avenue, 26th Floor, New York, New York 10016. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D. 931287.3 1 CUSIP No. 14052H100 SCHEDULE 13D Item 5. Interest in Securities of the Issuer. Item 5 is amended as follows: (a) and (b) The aggregate percentage of shares of Class A Common Stock reported beneficially owned by the Reporting Persons as of May 18, 2000 is based upon 21,058,228 shares of Class A Common Stock issued and outstanding as reported in the Issuer's proxy statement for special meeting of shareholders to be held on June 21, 2000. The Reporting Persons as a group beneficially own 8,188,886 shares of Class A Common Stock, including (i) 7,955,552 outstanding shares of Class A Common Stock; and (ii) 233,334 shares of stock issuable upon exercise or conversion of outstanding stock options. The foregoing shares represent approximately 38.60% of the outstanding shares of Class A Common Stock (calculated in accordance with Rule 13d-3). VFC holds of record and thereby directly beneficially owns and has the sole direct power to vote 3,192,288 of the foregoing outstanding shares of Class A Common Stock (the "VFC Reported Shares"). Chai, Sam Trust and Zell GP each have the indirect power to vote the VFC Reported Shares. EGI, Chai, Sam Trust and Zell GP share the indirect power, and VFC shares the direct power, to dispose of the VFC Reported Shares. Samstock directly beneficially owns and has the sole direct power to vote 75,000 shares of Class A Common Stock ("Samstock Reported Shares"). Chai, Sam Trust, Zell GP and SZI each have the indirect power to vote the Samstock Reported Shares. EGI, Chai, Sam Trust, Zell GP and SZI each share the indirect power and Samstock shares the direct power to dispose of the Samstock Reported Shares. Hatkoff LP holds of record and thereby directly beneficially owns and has the sole power to vote and dispose of 2,330,132 of the foregoing outstanding shares of Class A Common Stock (the "Hatkoff LP Reported Shares"). Hatkoff has the indirect power to vote or dispose of the Hatkoff LP Reported Shares. Hatkoff beneficially owns and has the sole power to vote and dispose of 18,000 outstanding shares of Class A Common Stock. Hatkoff beneficially owns and will have the sole power to vote and dispose of 141,667 shares of Class A Common Stock issuable upon the exercise of options to purchase shares of Class A Common Stock that are, or become within 60 days, vested and exercisable. Klopp LP holds of record and thereby directly beneficially owns and has the sole power to vote and dispose of 2,330,132 of the foregoing outstanding shares of Class A Common Stock (the "Klopp LP Reported Shares"). Klopp has the indirect power to vote or dispose of the Klopp LP Reported Shares. Klopp beneficially owns and has the sole power to vote and dispose of 10,000 outstanding shares of Class A Common Stock. Klopp beneficially owns and will have the sole power to vote and dispose of 141,667 shares of Class A Common Stock issuable upon the exercise of options to purchase shares of Class A Common Stock that are, or become within 60 days, vested and exercisable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Item 6 is amended and supplemented by adding the following: On March 8, 2000, the Issuer entered into a strategic relationship with Citigroup Investments Inc., a Delaware corporation ("CIG"), pursuant to which, among other things, their respective affiliates will co- sponsor, commit to invest capital in and manage high yield commercial real estate mezzanine investment opportunity funds ("Mezzanine Funds"). The strategic relationship is governed by a venture agreement, dated as of March 8, 2000 (the "Venture Agreement"), amongst Travelers Limited Real Estate Mezzanine Investments I, LLC, a Delaware limited liability company ("Limited REMI I"), Travelers General Real Estate Mezzanine Investments II, 931287.3 2 CUSIP No. 14052H100 SCHEDULE 13D LLC, a Delaware limited liability company ("General REMI II"), Travelers Limited Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company ("Limited REMI II" and together with Limited REMI I and General REMI II, the "CIG Parties"), CT-F1, LLC, a Delaware limited liability company ("CT-F1"), CT-F2-GP, LLC, a Delaware limited liability company ("CT-F2-GP"), CT-F2-LP, LLC, a Delaware limited liability company ("CT-F2-LP"), CT Investment Management Co., LLC, a Delaware limited liability company ("CTIMCO" and together with CT-F1, CT-F2-GP and CT-F2-LP, the "CT Parties") and the Issuer. The CIG Parties are affiliates of CIG and the CT Parties are wholly owned subsidiaries of the Issuer. A copy of the Venture Agreement was filed as Exhibit 10.1 to Capital Trust, Inc.'s Current Report on Form 8-K (File No. 1-14788) filed on March 23, 2000 and is incorporated herein by reference. Pursuant to the Venture Agreement, the Issuer has agreed, subject to stockholder approval and certain other conditions, to issue, in connection with the organization and capitalization of certain of the Mezzanine Funds, warrants to purchase up to 5,250,000 shares of Class A Common Stock at $5.00 per share for ultimate transfer to Limited REMI II or a designated affiliate thereof (the "Warrant Issuance") or alternatively, if the required stockholder approval of the issuance of such shares underlying such warrants is not obtained, to provide contingent cash rights designed to provide equivalent value. Pursuant to the Venture Agreement, the Issuer has also agreed as soon as possible to take, and submit to stockholders for approval, the steps necessary for it to be taxed as a real estate investment trust ("REIT Tax Matters") on terms mutually satisfactory to the Issuer and the CIG Parties subject to changes in law, acts of God or force majeure, or good faith inability to meet the requisite qualifications. In connection with the Venture Agreement, the number of directorships on Issuer's board of directors was increased by two, and Marc Weill and Michael Watson (along with any of their successors designated by the CIG Parties, the "CIG Parties' Designees") were appointed directors of the Issuer. In connection with the Venture Agreement, each of (i) VFC, (ii) Samstock, (iii) Klopp and Klopp LP and (iv) Hatkoff and Hatkoff LP separately entered into a stockholder approval agreement with General REMI II. Pursuant to each such agreement, each such Reporting Person signatory thereto agreed, subject to certain limitations contained therein in the case of any Reporting Person who is an officer or director of the Issuer, to vote its shares of Class A Common Stock in favor of the Warrant Issuance and any REIT Tax Matter submitted for stockholder approval. Copies of the stockholder approval agreements are attached hereto as Exhibits 3 through 6, and are incorporated herein by reference. In connection with the Venture Agreement, VFC, Samstock, Klopp, Klopp LP, Hatkoff and Hatkoff LP entered into a single stockholder voting and lock-up agreement with General REMI II. Pursuant to such stockholder voting and lock-up agreement, such Reporting Persons agreed to lock-up provisions restricting their ability to sell, transfer or pledge their shares of Class A Common Stock and, subject to certain limitations contained therein in the case of Reporting Persons who are officers or directors of the Issuer, to vote their shares of Class A Common Stock in favor of the continued election of the CIG Parties' Designees to the Issuer's board of directors and in favor of any REIT Tax Matter submitted for stockholder approval. A copy of the voting and lock-up agreement is attached hereto as Exhibit 2, and is incorporated herein by reference. 931287.3 3 CUSIP No. 14052H100 SCHEDULE 13D 931287.3 4 CUSIP No. 14052H100 SCHEDULE 13D Item 7. Material to Be Filed as Exhibits Item 7 is amended and supplemented by adding the following: Exhibit No. Description 1. Joint Filing Agreement and Power of Attorney, dated May 18, 2000. 2. Stockholder Voting and Lock-Up Agreement, dated as of March 8, 2000, by and among Travelers General Real Estate Mezzanine Investments II, LLC, Veqtor Finance Company, L.L.C., Samstock, L.L.C., CMH Investment Partnership LP, Craig M. Hatkoff, JRK Investment Partnership LP and John R. Klopp. 3. Stockholder Approval Agreement, dated as of March 8, 2000, among Travelers General Real Estate Mezzanine Investments II, LLC and Veqtor Finance Company, L.L.C. 4. Stockholder Approval Agreement, dated as of March 8, 2000, among Travelers General Real Estate Mezzanine Investments II, LLC and Samstock, L.L.C. 5. Stockholder Approval Agreement, dated as of March 8, 2000, among Travelers General Real Estate Mezzanine Investments II, LLC, CMH Investment Partnership LP, and Craig M. Hatkoff. 6. Stockholder Approval Agreement, dated as of March 8, 2000, among Travelers General Real Estate Mezzanine Investments II, LLC, JRK Investment Partnership LP and John R. Klopp.
931287.3 5 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct and agrees that this statement may be filed jointly with the other undersigned party. Dated: May 18, 2000 [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 931287.3 Veqtor Finance Company, L.L.C. By: Zell General Partnership, Inc., its managing member By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President Samstock, L.L.C. By: SZ Investments, LLC, its member By: Zell General Partnership, Inc., its managing member By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President SZ Investments, LLC By: Zell General Partnership, Inc., its managing member By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President Zell General Partnership, Inc. By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President Sam Investment Trust By: Chai Trust Company, L.L.C., trustee By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President 931287.3 Chai Trust Company, L.L.C. By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President CMH Investment Partnership LP By: /s/ Craig M. Hatkoff Name: Craig M. Hatkoff Title: General Partner Craig M. Hatkoff /s/ Craig M. Hatkoff Craig M. Hatkoff JRK Investment Partnership LP By: /s/ John R. Klopp Name: John R. Klopp Title: General Partner John R. Klopp /s/ John R. Klopp John R. Klopp 931287.3 EX-1.0 2 JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT AND POWER OF ATTORNEY (i) Joint Filing. Each of the undersigned persons does hereby agree to jointly file with the Securities and Exchange Commission a Schedule 13D on behalf of each of them with respect to their beneficial ownership of shares of class A common stock, par value $.01 per share, of Capital Trust, Inc. (ii) Power of Attorney. Know all persons by these presents that each person whose signature appears below constitutes and appoints Donald J. Liebentritt, Alisa M. Singer and John R. Klopp, and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to the Schedule 13D filed on behalf of each of them with respect to their beneficial ownership of securities of Capital Trust, Inc., and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or such person or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: May 18, 2000 [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 931287.3 Veqtor Finance Company, L.L.C. By: Zell General Partnership, Inc., its managing member By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President Samstock, L.L.C. By: SZ Investments, LLC, its member By: Zell General Partnership, Inc., its managing member By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President SZ Investments, LLC By: Zell General Partnership, Inc., its managing member By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President Zell General Partnership, Inc. By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President Sam Investment Trust By: Chai Trust Company, L.L.C., trustee By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President 931287.3 Chai Trust Company, L.L.C. By: /s/ Donald J. Liebentritt Name: Donald J. Liebentritt Title: Vice President CMH Investment Partnership LP By: /s/ Craig M. Hatkoff Name: Craig M. Hatkoff Title: General Partner Craig M. Hatkoff /s/ Craig M. Hatkoff Craig M. Hatkoff JRK Investment Partnership LP By: /s/ John R. Klopp Name: John R. Klopp Title: General Partner John R. Klopp /s/ John R. Klopp John R. Klopp 931287.3 EX-2.0 3 STOCKHOLDER VOTING AND LOCK-UP AGREEMENT STOCKHOLDER VOTING AND LOCK-UP AGREEMENT This STOCKHOLDER VOTING AND LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of March 8, 2000, by and among Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability Company ("General REMI II "), and the holders of shares of class A common stock, par value $.01 per share, of Capital Trust, Inc., a Maryland corporation ("CT"), identified on Schedule A attached hereto (collectively, the "Stockholders"). Preliminary Statement A. CT and certain of its affiliates and General REMI II and certain of its Affiliates (the "CIG Parties"), propose to enter into a 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. B. As of the date hereof, the Stockholders own in the aggregate 7,955,552 shares of class A common stock, par value $.01 per share, of CT ("CT Common Stock") and each Stockholder owns such number of shares of CT Common Stock as is set forth opposite its name on Schedule A attached hereto. C. As set forth in the Venture Agreement, the Board of Directors of CT has elected two individuals designated by the CIG Parties (the "Initial CIG Parties Designees") identified on Schedule B attached hereto as directors of CT. D. As a condition to the CIG Parties' willingness to enter into the Venture Agreement, the CIG Parties have requested the Stockholders to enter into this Agreement. E. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Venture Agreement. NOW, THEREFORE, to induce General REMI II to enter into, and in consideration of General REMI II entering into, the Venture Agreement, and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 912258.11 Voting and Lock-Up 1. Shares Subject to Agreement. Each of the Stockholders, respectively, agrees to hold all shares of voting stock of CT registered in the Stockholder's respective name or beneficially owned by the Stockholder as of the date hereof (hereinafter collectively referred to as the "Shares") subject to, and to vote the Shares in accordance with, the provisions of this Agreement. 2. Voting Agreement. (a) On each occasion at which the holders of voting stock of CT meet, or act by written consent in lieu of meeting, for the purpose of electing directors, each Stockholder shall vote all Shares for the election of each of the two individuals designated by General REMI II (the "CIG Parties Designees") in accordance with the provisions of Section 2(b) at such time as such designee stands for election to the board of directors of CT (the "CT Board"). (b) The Stockholders who are directors of CT shall, consistent with and subject to their duties as directors under the Maryland General Corporation Law, in their capacity as directors, take such action as may reasonably be within their power to cause the CT Board to elect or nominate for election as directors the CIG Parties Designees and shall promptly provide prior written notice of the CT Board's consideration of the election or the nomination of individuals for election as directors of CT, whereupon General REMI II shall promptly provide written notice of the name(s) of the CIG Parties Designee(s) designated by them to the extent that one or more of the incumbent Initial CIG Parties Designees or CIG Parties Designees, as the case may be, is unable to stand for reelection for any reason or General REMI II intends to designate an individual to replace such designee(s) and biographical information relating to such designee(s) in a form compliant with applicable securities laws and regulations and with the charter and bylaws of CT. In the absence of such notice from General REMI II, the incumbent Initial CIG Designees or the CIG Parties Designees, as the case may be, then serving on the CT Board shall be deemed to be the CIG Parties Designees designated by General REMI II. Any Stockholder who is a director of CT shall, consistent with and subject to his duties as a director under the Maryland General Corporation Law, in his capacity as a director, recommend to the CT Board that the board nominate the CIG Parties Designees for, actively solicit stockholder proxies in favor of their, election as directors of CT. (c) The Stockholders shall not take, or support the taking of, any action to remove as a director any CIG Parties Designee unless General REMI II has requested that such director be removed (in which case the Stockholders shall cooperate in effecting such removal and electing a replacement). In the event that any of the CIG Parties Designees ceases to serve as a director of the Company due to death, resignation or removal of said director, then General REMI II shall submit written notice to the Stockholders designating an individual to replace said CIG Parties Designee. Any Stockholder who is a director of CT shall, consistent with and subject to his duties as a director under the 2 912258.11 Maryland General Corporation Law, in his capacity as a director, promptly recommend that the board of directors of CT elect such replacement designee as a director of CT and, when called for a vote of the CT Board, vote for such replacement designee. (d) On each occasion at which the holders of voting stock of CT meet, or act by written consent in lieu of meeting, for the purpose of acting on any REIT Tax Matter submitted to a vote of stockholders pursuant to Section 2.14 of the Venture Agreement, each Stockholder shall vote all Shares in favor of such REIT Tax Matter. (e) On each occasion at which the holders of voting stock of CT meet, or act by written consent in lieu of meeting, for the purpose of acting on any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent, nullify CT's ability or obligation to consummate or effect any REIT Tax Matter, each Stockholder shall vote all Shares against any such amendment or other proposal or transaction. 3. Termination of Voting Agreement. (a) The rights and obligations contained in Sections 2(a), (b) and (c) shall terminate and shall be of no further legal force and effect on the earlier of the date on which: (i) the CIG Parties no longer comply with the CIG Parties Ownership Requirement; (ii) CIG Real Estate no longer complies with the Competing Fund Restriction; (iii) if the Fund II Initial Closing shall not have occurred by no later than December 31, 2000 or any Extension Date, (a) the Unwind as set forth in the Fund I Agreement is completed or (b) any dissolution or liquidation of Fund I in accordance with its terms is completed; or (iv) upon the resignation of the CIG Parties Initial Board Designees as set forth in Section 2.12(e) of the Venture Agreement if the CIG Parties or the CT Parties exercise their right to terminate the Venture Agreement pursuant to such section. (b) The rights and obligations contained in Sections 2(d) and (e) shall terminate and shall be of no further legal force and effect on the earlier of the date on which (i) stockholders of CT shall have considered and voted upon any REIT Tax Matters presented for a vote pursuant to Section 2.14 of the Venture Agreement, (ii) if the Fund II Initial Closing shall not have occurred by no later than December 31, 2000 or any Extension Date, (a) the Unwind set forth in the Fund I Agreement is commenced or (b) any dissolution or liquidation of Fund I in accordance with its terms is completed, (iii) the Appraisal Procedures shall have commenced with respect to the Fair Market Value of the CIG Parties' and their Affiliates' Board Right Shares pursuant to Section 2.14 of the Venture Agreement, or (iv) upon the resignation of the CIG Parties Initial Board Designees as set forth in Section 2.12(e) of the Venture Agreement if the CIG Parties or the CT Parties exercise their right to terminate the Venture Agreement pursuant to such section. 3 912258.11 (c) The rights and obligations contained in Section 2 shall also terminate and shall be of no further legal force and effect, with respect to any Stockholder who is an employee of the Company and any Stockholder who is an affiliate of such employee, upon the date of termination of employment with the Company for any reason. 4. Lock-Up Agreement. (a) Subject to Section 4(b), without the prior written consent of General REMI II, the Stockholders shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option, right or warrant for the sale of, or otherwise dispose of or transfer any CT Common Stock, or any other security or other instrument which by its terms is convertible into, exercisable or exchangeable for CT Common Stock, or file any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers in whole or in part, directly or indirectly, the economic consequence of ownership of any CT Common Stock, whether any such swap or transaction is to be settled by delivery of CT Common Stock or other securities, in cash or otherwise. (b) Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to prohibit any Stockholder from (i) selling or transferring at any time during the Initial Period up to a number of shares of CT Common Stock that does not exceed in the aggregate 10% of the shares of CT Common Stock owned by such Stockholder as of the date hereof ("Lock-Up Liquidity Shares"), (ii) selling or transferring during any full year period within the Restricted Period (as defined below) and thereafter a number of shares of CT Common Stock that does not exceed the cumulative Annual Percentage Limit (as defined below) ("Restricted Period Transferable Shares") plus the number of Lock-Up Liquidity Shares not transferred pursuant to the provisions of clause (i) of this Section 4(b), (iii) pledging in one or more transaction(s) up to such number of its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or using up to such number of its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer that is equal to the maximum number that may be pledged or margined to secure an aggregate debt obligation (loan or margin amount) that does not exceed an amount equal to the greater of: (A) 33% multiplied by the aggregate Market Value (as defined below) of the shares of CT Common Stock held by such Stockholder at that time or (B) the product of (x) the percentage obtained by dividing the number of Lock-up Liquidity Shares not transferred pursuant to clause (i) of this Section 4(b) plus the number of Restricted Period Transferable Shares accrued for transfer, but not transferred pursuant to clause (ii) of this Section 4(b), by the total number of shares of CT Common Stock held by such Stockholders as of the date hereof and (y) the aggregate Market Value of the shares of CT Common Stock held by such Stockholder at that time, or (iv) subject to Section 10, converting or exchanging shares of CT Common Stock for other securities of CT or a successor corporation or entity pursuant to any agreement or plan of recapitalization, reorganization, merger or sale of substantially all assets. The term "Annual Percentage Limit" means, with respect to any Stockholder, the product 4 912258.11 obtained by multiplying (i) the total number of shares of CT Common Stock held by such Stockholder as of the date hereof by (ii) a fraction the numerator of which is one (1) and the denominator of which is the sum of one (1) plus the total number of full year periods contained in the Investment Period for Fund II. (c) For purposes of this Section 4, the following terms shall have the following meanings: "Closing Price" with respect to any security on any day, means the last reported sale price, regular way on such day, or, if no sale takes place on such day, the average of the reported closing bid and asked prices on such day, regular way, in either case as reported on the NYSE Composite Tape, or, if such security is not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange on which such security is listed or admitted to trading, or, if such security is not listed or admitted to trading on a national securities exchange, on the NASDAQ Stock Market of the National Association of Securities Dealers, Inc., or, if such security is not quoted or admitted to trading on such quotation system, on the principal quotation system on which such security is listed or admitted to trading or quoted, or, if not listed or admitted to trading or quoted on any national securities exchange or quotation system, the average of the closing bid and asked prices of such security in the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or, if not so available in such manner, as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors (or any committee duly authorized by the Board of Directors) for that purpose or, if not so available in such manner, as otherwise determined in good faith by the Board of Directors (or any committee duly authorized by the Board of Directors). "Initial Period" means the period from the date hereof until the earlier of (i) the commencement of the Investment Period for Fund II, (ii) December 31, 2000 or any Extension Date or (iii) the commencement of an Unwind. "Market Value" means the Closing Price for the CT Common Stock on the date preceding the loan or margin transaction. "Restricted Period" means the Investment Period for Fund II. 5. Termination of Lock-Up Agreement. (a) The rights and obligations contained in Section 4 shall terminate and shall be of no further legal force and effect on the later of: (i) the later of December 31, 2000 or any Extension Date, as the case may be, if the Fund II Initial Closing shall not have occurred by no later than December 31, 2000 or any such Extension Date or (ii) if the Fund II Initial Closing has occurred, the end of the Investment Period of Fund II. 5 912258.11 (b) The rights and obligations contained in Section 4 shall terminate and shall be of no further legal force and effect, with respect to any Stockholder who is an employee of the Company and any Stockholder who is an affiliate of such employee, upon the date of termination of employment with the Company for any reason. 6. Further Assurances. Each Stockholder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other instruments as General REMI II may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement. 7. Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to General REMI II as follows. (a) Authority. Each Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each Stockholder, and the consummation of the transactions contemplated hereby, has been duly authorized by all necessary action on the part of each Stockholder. This Agreement has been duly executed and delivered by each Stockholder and, assuming the due authorization, execution and delivery by General REMI II, constitutes a valid and binding obligation of each Stockholder enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally or by general principles governing the availability of equitable remedies. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under any provision of any trust agreement, partnership agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to any of the Stockholders or to any of the property or assets of any of the Stockholders. Except for consents, approvals, authorizations and filings as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Securities Exchange Act of 1934, as amended ("Exchange Act"), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational ("Governmental Entity"), is required by or with respect to any Stockholder in connection with the execution and delivery of this Agreement or the consummation by any Stockholder of the transactions contemplated hereby. (b) The Shares. The Stockholders have good and valid title to the Shares set forth opposite its name in Schedule A attached hereto, free and clear of any claims, liens, encumbrances, pledges and security interests whatsoever. The Stockholders own no shares of CT Common Stock or other shares of stock of CT, other than the Shares. Except for this Agreement and those certain stockholder approval agreements, dated as of the date 6 912258.11 hereof, by and between General REMI II and each Stockholder, no proxies or powers of attorney have been granted with respect to the Shares and no voting arrangement (including voting agreement or voting trust) has been entered into affecting the Shares that will remain in effect after the execution of this Agreement. (c) Venture Agreement. The Stockholders understand and acknowledge that the CIG Parties are entering into the Venture Agreement in reliance upon the Stockholders' execution and delivery of this Agreement. 8. Representation and Warranties of General REMI II. General REMI II represents and warrants to each Stockholder as follows: (a) Authority. General REMI II has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by General REMI II, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary limited liability company action on the part of General REMI II. This Agreement has been duly executed and delivered by General REMI II, assuming the due authorization, execution and delivery by each of the Stockholders, constitutes a valid and binding obligation of General REMI II enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally or by general principles governing the availability of equitable remedies. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under any provision of any charter, by-law, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to General REMI II or to any of the property or assets of any of General REMI II. Except for consents, approvals, authorizations and filings as may be required under the HSR Act and the Exchange Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to any Stockholder in connection with the execution and delivery of this Agreement or the consummation by General REMI II of the transactions contemplated hereby. 9. Duty. Notwithstanding the covenants of Stockholders contained in Section 2, any Stockholder who is an officer or director of CT, only in his capacity as an officer or director of CT, may take any such action that is in furtherance of the exercise of his duties as an officer or director under Maryland law, and no such action in furtherance of the exercise of such duties shall be deemed to be a breach or violation of the covenants of such Stockholder contained in Section 2 and the Stockholders shall not have any liability hereunder for any such action taken in his capacity as an officer and director of CT in furtherance of the exercise of such duties. 7 912258.11 10. After Acquired Shares. In the event that, subsequent to the date of this Agreement, (i) any shares of stock or other securities of CT or another corporation or entity are issued on, or in conversion of or exchange for, any of the Shares held by the Stockholders as of the date hereof by reason of any stock dividend, stock split, consolidation of shares, reclassification or agreement or plan of merger or consolidation or sale of substantially all assets involving CT, such shares or securities shall be deemed to be Shares for all purposes of this Agreement and (ii) any shares of voting stock of CT are acquired beneficially or of record by the Stockholders, such shares of voting stock shall be deemed to be Shares for purposes of only Section 2 of this Agreement. 11. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties, except that General REMI II may assign, in its sole discretion, any or all of its rights and interests to Citigroup Inc. or any of its direct or indirect wholly owned subsidiaries or other entities or to Travelers Property Casualty Corp. or any of its direct or indirect wholly owned subsidiaries or other entities. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns and, in the case of any Stockholder that is an individual, the heirs, executors and administrators of such Stockholder. 12. General Provisions. (a) Specific Performance. The parties agree that irreparable damage that is impossible to measure in money damages would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of New York or any New York state court, this being in addition to any other remedy to which they are entitled at law or in equity. (b) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. (c) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. (d) Notice. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally, or (ii) if sent by registered or certified mail, return receipt requested, or by private courier when received; and shall be addressed to the mailing addresses as shown on the signature pages hereto, with copies as indicated below each party's address or such other address as the parties may designate in a notice delivered to the other parties hereto: 8 912258.11 (e) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". (f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more of the counter parties have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart. (g) Entire Agreement; No Third-Party Beneficiaries. This Agreement together with all other agreements executed by the parties hereto on the date hereof (including the documents and instruments referred to herein), (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as to all matters, including but not limited, to matters of validity, construction, effect, performance and remedies, without regard to any applicable conflicts of law. (i) Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any party, it is in writing signed by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach. 9 912258.11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. GENERAL REMI II: TRAVELERS GENERAL REAL ESTATE MEZZANINE INVESTMENTS II, LLC By: /s/ Michael Watson --------------------------- Michael Watson Vice President Travelers General Real Estate Mezzanine Investments II, LLC 205 Columbus Blvd., 9PB Hartford, Connecticut 06183-2030 Attn: Duane Nelson, Esq. Real Estate Investment Number: 12833 With copies to: Citigroup Investments Inc. 388 Greenwich Street, 36th Floor New York, New York 10013 Attn: Mr. Michael Watson Real Estate Investment Number: 12833 Loeb & Loeb LLP 1000 Wilshire Boulevard, Suite 1900 Los Angeles, California 90017 Attn: Andrew S. Clare, Esq. 10 912258.11 STOCKHOLDERS: JOHN R. KLOPP /s/ John R. Klopp ------------------------------ John R. Klopp Capital Trust, Inc. 605 Third Avenue, 26th Floor New York, New York 10016 JRK INVESTMENT PARTNERSHIP LP By: /s/ John R. Klopp --------------------------- Name: John R. Klopp Title: General Partner JRK Investment Partnership LP c/o Capital Trust, Inc. 605 Third Avenue, 26th Floor New York, New York 10016 Attn: John R. Klopp CRAIG M. HATKOFF By: /s/ Craig M. Hatkoff --------------------------- Craig M. Hatkoff Capital Trust, Inc. 605 Third Avenue, 26th Floor New York, New York 10016 CMH INVESTMENT PARTNERSHIP LP By: /s/ Craig M. Hatkoff --------------------------- Name: Craig M. Hatkoff Title: General Partner CMH Investment Partnership LP c/o Capital Trust, Inc. 605 Third Avenue, 26th Floor New York, New York 10016 Attn: Craig M. Hatkoff 11 912258.11 VEQTOR FINANCE COMPANY, L.L.C. By: Zell General Partnership, Inc., its managing member By: /s/ Donald J. Liebentritt ------------------------ Name: Donald J. Liebentritt Title: Vice President Veqtor Finance Company, L.L.C. c/o Equity Group Investments, L.L.C. Two North Riverside Plaza Chicago, Illinois 60606 SAMSTOCK, L.L.C. By: Zell General Partnership, Inc., its managing member By: Zell General Partnership, Inc., its managing partner By: /s/ Donald J. Liebentritt -------------------- Name: Donald J. Liebentritt Title: Vice President Samstock, L.L.C. c/o Equity Group Investments, L.L.C. Two North Riverside Plaza Chicago, Illinois 60606 With copies, in the case of each stockholder, to: Capital Trust, Inc. 605 Third Avenue, 26th Floor New York, New York 10016 Attn: Mr. John Klopp Battle Fowler LLP 75 East 55th Street New York, New York 10022 Attn: Thomas E. Kruger, Esq. 12 912258.11 SCHEDULE A Number of Shares of CT Name Common Stock ---- ----------------------- John R. Klopp 10,000 JRK Investment Partnership LP 2,330,132 Craig M. Hatkoff 18,000 CMH Investment Partnership LP 2,330,132 Veqtor Finance Company L.L.C. 3,192,288 Samstock, L.L.C. 75,000 13 912258.11 SCHEDULE B Marc Weill Michael Watson 14 912258.11 EX-3.0 4 STOCKHOLDER APPROVAL AGREEMENT - - VEQTOR STOCKHOLDER APPROVAL AGREEMENT STOCKHOLDER APPROVAL AGREEMENT (this "Agreement"), dated as of March 8, 2000, among Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company ("General REMI II"), and Veqtor Finance Company, L.L.C., a Delaware liability company ("Stockholder"). Preliminary Statement A. Capital Trust, Inc., a Maryland corporation ("CT"), and certain of its affiliates (the "CT Parties") and General REMI II and certain of its Affiliates (the "CIG Parties"), propose to enter into a venture agreement, dated as of the date hereof (the "Venture Agreement"), pursuant to which, among other things, the CIG Parties and CT and the CT Parties will co-sponsor, commit to invest capital in and manage real estate mezzanine investment opportunity funds. B. The Stockholder owns in the aggregate 3,192,288 shares (the "Owned Shares") of class A common stock, par value $.01 per share, of CT ("CT Common Stock"). C. As a condition to the CIG Parties' willingness to enter into the Venture Agreement, the CIG Parties have requested the Stockholder to enter into this Agreement. D. Capitalized terms used but not defined herein have the meanings set forth in the Venture Agreement. NOW, THEREFORE, to induce the CIG Parties to enter into, and in consideration of the CIG Parties entering into, the Venture Agreement, and in consideration of the premises and the representations, warranties and agreements contained herein, the parties agree as follows: 1. Representations and Warranties of the Stockholder. The Stockholder hereby, jointly and severally, represents and warrants to General REMI II as follows: (a) Authority. The Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Stockholder, and the consummation of the transactions contemplated hereby, has been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by General REMI II, constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar 926900.2 laws affecting creditors' rights generally or by general principles governing the availability of equitable remedies. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under any provision of any trust agreement, partnership agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the property or assets of the Stockholder. Except for consents, approvals, authorizations and filings as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Securities Exchange Act of 1934, as amended ("Exchange Act"), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational ("Governmental Entity"), is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby. (b) The Owned Shares. The Stockholder has good and valid title to the Owned Shares, free and clear of any claims, liens, encumbrances, pledges and security interests whatsoever. The Stockholder owns no shares of CT Common Stock or other shares of stock of CT, other than the Owned Shares. Except for this Agreement, and that certain stockholder voting and lock-up agreement, dated as of the date hereof, by and among General REMI II, the Stockholder, and the other holders of CT Common Stock named therein (the "Voting and Lockup Agreement"), no proxies or powers of attorney have been granted with respect to the Owned Shares and no voting arrangement (including voting agreement or voting trust) has been entered into affecting the Owned Shares that will remain in effect after the execution of this Agreement. (c) Venture Agreement. The Stockholder understands and acknowledges that General REMI II is entering into the Venture Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. 2. Representations and Warranties of General REMI II. General REMI II hereby represents and warrants to the Stockholder as follows: (a) Authority. General REMI II has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by General REMI II, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary limited liability company action on the part of General REMI II. This Agreement has been duly executed and delivered by General REMI II, -2- 926900.2 assuming the due authorization, execution and delivery by the Stockholder, constitutes a valid and binding obligation of General REMI II enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally or by general principles governing the availability of equitable remedies. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under any provision of any limited liability company agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to General REMI II or to any of the property or assets of any of General REMI II. Except for consents, approvals, authorizations and filings as may be required under the HSR Act and the Exchange Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement or the consummation by General REMI II of the transactions contemplated hereby. 3. Covenants of the Stockholder. Until the valid termination of the provisions of this Section 3 pursuant to Section 8, the Stockholder agrees as follows: (a) At any meeting of Stockholder of CT called to vote upon the Warrant Issuance (as such term is defined in the Venture Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Warrant Issuance is sought, the Stockholder shall vote (or cause to be voted) all shares of CT Common Stock it owns or has voting control over in favor of the Warrant Issuance. (b) At any meeting of Stockholder of CT or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) all shares of CT Common Stock owned by it or over which it has voting control against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect the Warrant Issuance. (c) The Stockholder shall not (i) Transfer or Otherwise Dispose (as hereinafter defined) of, or enter into any agreement or other arrangement with respect to, the Owned Shares to any person, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise with respect to, the Owned Shares, except as provided in this Agreement and the Voting and Lockup -3- 926900.2 Agreement or (iii) take any other action that would reasonably be expected in any way to restrict, limit, or interfere with the performance of their obligations hereunder. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to restrict or prohibit the ability of (i) the Stockholder to transfer shares to immediate family members or trusts or other entities in connection with estate planning objectives, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General REMI II prior to such transfer, (ii) the Stockholder from pledging up to a number of its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using up to a number of its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer equal to the maximum number of shares that may be pledged pursuant to the Voting and Lockup Agreement or (iii) the Stockholder to enter into an agreement with the respect to the voting and Disposition of shares of CT Common Stock between and among Stockholder and JRK Investment Partnership LP and CMH Investment Partnership, LP (the "JCV Group"), provided that the obligations of Stockholder in such agreement are expressly subordinate to the obligations of Shareholder hereunder and there are no parties to such agreement other than the JCV Group. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stock. 4. Additional Covenants of the Stockholder. Until the valid termination of the provisions of this Section 4 pursuant to Section 8, the Stockholder agrees as follows: (a) At any meeting of Stockholder of CT called to vote upon any REIT Tax Matter submitted to a vote pursuant to Section 2.14 of the Venture Agreement or at any adjournment thereof or in any other circumstances upon which the Stockholder's votes, consent or other approval with respect to any such REIT Tax Matter is sought, the Stockholder shall vote (or cause to be voted) all shares of CT Common Stock it owns or has voting control over at such time in favor of such REIT Tax Matter. (b) At any meeting of Stockholder of CT or at any adjournment thereof or in any other circumstances upon which the Stockholder's votes, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) all shares of CT Common Stock owned by it or over which it has voting control at such time against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, -4- 926900.2 prevent or nullify CT's ability or obligation to consummate or effect any REIT Tax Matter. 5. Further Assurances. Stockholder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other instruments as General REMI II may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and to vest the power to vote the Stockholder's Owned Shares as contemplated in Section 3. 6. Duty. Notwithstanding the covenants of Stockholder contained in Sections 3 and 4, any Stockholder who is an officer or director of CT, only in his capacity as an officer or director of CT, may take any such action that is in furtherance of the exercise of his duties as an officer or director under Maryland law, and no such action in furtherance of the exercise of such duties shall be deemed to be a breach or violation of the covenants of such Stockholder contained in Sections 3 and 4 and the Stockholder shall not have any liability hereunder for any such action taken in his capacity as an officer and director of CT in furtherance of the exercise of such duties. 7. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties, except that General REMI II may assign, in its sole discretion, any or all of its rights and interests to Citigroup Inc. or any of its direct or indirect wholly owned subsidiaries or other entities or to Travelers Property Casualty Corp. or any of its direct or indirect wholly owned subsidiaries or other entities. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns and, in the case of any Stockholder that is an individual, the heirs, executors and administrators of such Stockholder. 8. Termination. The rights and obligations contained in Section 3 shall terminate and shall be of no further legal force and effect on the date on which stockholders of CT shall have considered and voted upon the Warrant Issuance. The rights and obligations contained in Section 4 shall terminate and shall be of no further legal force and effect on the earlier of the date on which (i) stockholders of CT shall have considered and voted upon any REIT Tax Matters presented for a vote pursuant to Section 2.14 of the Venture Agreement, (ii) if the Fund II Initial Closing shall not have occurred by no later than December 31, 2000 or any Extension Date, (a) the Unwind set forth in the Fund I Agreement is commenced or (b) any dissolution or liquidation of Fund I in accordance with its terms is completed, (iii) the Appraisal Procedures shall have commenced with respect to the Fair Market Value of the CIG Parties' and their Affiliates' Board Right Shares pursuant to Section 2.14 of the Venture Agreement, or (iv) upon the resignation of the CIG Parties Initial Board Designees as set forth in Section 2.12(e) of the Venture Agreement if the CIG Parties or the CT Parties shall have -5- 926900.2 exercised their right to terminate the Venture Agreement pursuant to Section 2.12(e) of the Venture Agreement. 9. General Provisions. (a) Specific Performance. The parties agree that irreparable damage that is impossible to measure in money damages would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of New York or any New York state court, this being in addition to any other remedy to which they are entitled at law or in equity. (b) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. (c) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. (d) Notice. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally, or (ii) if sent by registered or certified mail, return receipt requested, or by private courier when received; and shall be addressed as follows: If to General REMI II, to: Travelers General Real Estate Mezzanine Investments II, LLC 205 Columbus Blvd., 9PB Hartford, Connecticut 06183-2030 Attn: Duane Nelson, Esq. Real Estate Investment Number: 12833 With a copies to: Citigroup Investments Inc. 388 Greenwich Street, 36th Floor New York, New York 10013 Attn: Mr. Michael Watson Real Estate Investment Number: 12833 -6- 926900.2 Loeb & Loeb LLP 1000 Wilshire Boulevard, Suite 1900 Los Angeles, California 90017 Attn: Andrew S. Clare, Esq. If to the Stockholder, to: c/o Equity Group Investments, Inc. Two North Riverside Plaza Chicago, Illinois 60606 With a copy to: Battle Fowler LLP 75 East 55th Street New York, New York 10022 Attn: Thomas E. Kruger, Esq. or to such other address as such party may indicate by a notice delivered to the other parties hereto. (e) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". (f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more of the counter parties have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart. (g) Entire Agreement; No Third-Party Beneficiaries. This Agreement together with all other agreements executed by the parties hereto on the date hereof (including the documents and instruments referred to herein), (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. -7- 926900.2 (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as to all matters, including but not limited to, matters of validity, construction, effect, performance and remedies, without regard to any applicable conflicts of law. (i) Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any party, it is in writing signed by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. -8- 926900.2 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. TRAVELERS GENERAL REAL ESTATE MEZZANINE INVESTMENTS II, LLC By: /s/ Michael Watson --------------------------- Michael Watson Vice President VEQTOR FINANCE COMPANY, L.L.C. By: Zell General Partnership, Inc., its managing partner By: /s/ Donald J. Liebentritt ----------------------------------- Name: Donald J. Liebentritt Title: Vice President 926900.2 EX-4.0 5 STOCKHOLDER APPROVAL AGREEMENT - - SAMSTOCK STOCKHOLDER APPROVAL AGREEMENT STOCKHOLDER APPROVAL AGREEMENT (this "Agreement"), dated as of March 8, 2000, among Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company and Samstock, L.L.C., a Delaware limited liability company ("Stockholder"). Preliminary Statement A. Capital Trust, Inc., a Maryland corporation ("CT"), and certain of its affiliates (the "CT Parties") and General REMI II and certain of its Affiliates (the "CIG Parties"), propose to enter into a venture agreement, dated as of the date hereof (the "Venture Agreement"), pursuant to which, among other things, the CIG Parties and CT and the CT Parties will co-sponsor, commit to invest capital in and manage real estate mezzanine investment opportunity funds. B. The Stockholder owns in the aggregate 75,000 shares (the "Owned Shares") of class A common stock, par value $.01 per share, of CT ("CT Common Stock"). C. As a condition to the CIG Parties' willingness to enter into the Venture Agreement, the CIG Parties have requested the Stockholder to enter into this Agreement. D. Capitalized terms used but not defined herein have the meanings set forth in the Venture Agreement. NOW, THEREFORE, to induce the CIG Parties to enter into, and in consideration of the CIG Parties entering into, the Venture Agreement, and in consideration of the premises and the representations, warranties and agreements contained herein, the parties agree as follows: 1. Representations and Warranties of the Stockholder. The Stockholders hereby, jointly and severally, represent and warrant to General REMI II as follows: (a) Authority. The Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Stockholder, and the consummation of the transactions contemplated hereby, has been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by General REMI II, constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting 926898.4 creditors' rights generally or by general principles governing the availability of equitable remedies. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under any provision of any trust agreement, partnership agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the property or assets of the Stockholder. Except for consents, approvals, authorizations and filings as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Securities Exchange Act of 1934, as amended ("Exchange Act"), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational ("Governmental Entity"), is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby. (b) The Owned Shares. The Stockholder has good and valid title to the Owned Shares, free and clear of any claims, liens, encumbrances, pledges and security interests whatsoever. The Stockholder owns no shares of CT Common Stock or other shares of stock of CT, other than the Owned Shares. Except for this Agreement, and that certain stockholder voting and lock-up agreement, dated as of the date hereof, by and among General REMI II, the Stockholder, and the other holders of CT Common Stock named therein (the "Voting and Lockup Agreement"), no proxies or powers of attorney have been granted with respect to the Owned Shares and no voting arrangement (including voting agreement or voting trust) has been entered into affecting the Owned Shares that will remain in effect after the execution of this Agreement. (c) Venture Agreement. The Stockholder understands and acknowledges that General REMI II is entering into the Venture Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. 2. Representations and Warranties of General REMI II. General REMI II hereby represents and warrants to the Stockholders as follows: (a) Authority. General REMI II has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by General REMI II, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary limited liability company action on the part of General REMI II. This Agreement has been duly executed and delivered by General REMI II, assuming the due authorization, execution and delivery by the Stockholder, constitutes a -2- 926898.4 valid and binding obligation of General REMI II enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally or by general principles governing the availability of equitable remedies. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under any provision of any limited liability company agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to General REMI II or to any of the property or assets of any of General REMI II. Except for consents, approvals, authorizations and filings as may be required under the HSR Act and the Exchange Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement or the consummation by General REMI II of the transactions contemplated hereby. 3. Covenants of the Stockholder. Until the valid termination of the provisions of this Section 3 pursuant to Section 8, the Stockholder agrees as follows: (a) At any meeting of stockholders of CT called to vote upon the Warrant Issuance (as such term is defined in the Venture Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Warrant Issuance is sought, the Stockholder shall vote (or cause to be voted) all shares of CT Common Stock it owns or has voting control over in favor of the Warrant Issuance. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) all shares of CT Common Stock owned by it or over which it has voting control against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect the Warrant Issuance. (c) The Stockholder shall not (i) Transfer or Otherwise Dispose (as hereinafter defined) of, or enter into any agreement or other arrangement with respect to, the Owned Shares to any person, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise with respect to, the Owned Shares, except as provided in this Agreement and the Voting and Lockup Agreement or (iii) take any other action that would reasonably be expected in any way -3- 926898.4 to restrict, limit, or interfere with the performance of their obligations hereunder. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to restrict or prohibit the ability of (i) the Stockholder to transfer shares to immediate family members or trusts or other entities in connection with estate planning objectives, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General REMI II prior to such transfer or (ii) the Stockholder from pledging up to a number of its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using up to a number of its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer equal to the maximum number of shares that may be pledged pursuant to the Voting and Lockup Agreement. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stock. 4. Additional Covenants of the Stockholder. Until the valid termination of the provisions of this Section 4 pursuant to Section 8, the Stockholder agrees as follows: (a) At any meeting of stockholders of CT called to vote upon any REIT Tax Matter submitted to a vote pursuant to Section 2.14 of the Venture Agreement or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval with respect to any such REIT Tax Matter is sought, the Stockholder shall vote (or cause to be voted) all shares of CT Common Stock it owns or has voting control over at such time in favor of such REIT Tax Matter. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) all shares of CT Common Stock owned by it or over which it has voting control at such time against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect any REIT Tax Matter. 5. Further Assurances. Stockholder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other instruments as General REMI II may -4- 926898.4 reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and to vest the power to vote the Stockholder's Owned Shares as contemplated in Section 3. 6. Duty. Notwithstanding the covenants of Stockholder contained in Sections 3 and 4, any Stockholder who is an officer or director of CT, only in his capacity as an officer or director of CT, may take any such action that is in furtherance of the exercise of his duties as an officer or director under Maryland law, and no such action in furtherance of the exercise of such duties shall be deemed to be a breach or violation of the covenants of such Stockholder contained in Sections 3 and 4 and the Stockholders shall not have any liability hereunder for any such action taken in his capacity as an officer and director of CT in furtherance of the exercise of such duties. 7. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties, except that General REMI II may assign, in its sole discretion, any or all of its rights and interests to Citigroup Inc. or any of its direct or indirect wholly owned subsidiaries or other entities or to Travelers Property Casualty Corp. or any of its direct or indirect wholly owned subsidiaries or other entities. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns and, in the case of any Stockholder that is an individual, the heirs, executors and administrators of such Stockholder. 8. Termination. The rights and obligations contained in Section 3 shall terminate and shall be of no further legal force and effect on the date on which stockholders of CT shall have considered and voted upon the Warrant Issuance. The rights and obligations contained in Section 4 shall terminate and shall be of no further legal force and effect on the earlier of the date on which (i) stockholders of CT shall have considered and voted upon any REIT Tax Matters presented for a vote pursuant to Section 2.14 of the Venture Agreement, (ii) if the Fund II Initial Closing shall not have occurred by no later than December 31, 2000 or any Extension Date, (a) the Unwind set forth in the Fund I Agreement is commenced or (b) any dissolution or liquidation of Fund I in accordance with its terms is completed, (iii) the Appraisal Procedures shall have commenced with respect to the Fair Market Value of the CIG Parties' and their Affiliates' Board Right Shares pursuant to Section 2.14 of the Venture Agreement, or (iv) upon the resignation of the CIG Parties Initial Board Designees as set forth in Section 2.12(e) of the Venture Agreement if the CIG Parties or the CT Parties shall have exercised their right to terminate the Venture Agreement pursuant to Section 2.12(e) of the Venture Agreement. 9. General Provisions. (a) Specific Performance. The parties agree that irreparable damage that is impossible to measure in money damages would occur in the event that any of the -5- 926898.4 provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of New York or any New York state court, this being in addition to any other remedy to which they are entitled at law or in equity. (b) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. (c) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. (d) Notice. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally, or (ii) if sent by registered or certified mail, return receipt requested, or by private courier when received; and shall be addressed as follows: If to General REMI II, to: Travelers General Real Estate Mezzanine Investments II, LLC 205 Columbus Blvd., 9PB Hartford, Connecticut 06183-2030 Attn: Duane Nelson, Esq. Real Estate Investment Number: 12833 With a copies to: Citigroup Investments Inc. 388 Greenwich Street, 36th Floor New York, New York 10013 Attn: Mr. Michael Watson Real Estate Investment Number: 12833 Loeb & Loeb LLP 1000 Wilshire Boulevard, Suite 1900 Los Angeles, California 90017 Attn: Andrew S. Clare, Esq. -6- 926898.4 If to the Stockholder, to: c/o Equity Group Investments, Inc. Two North Riverside Plaza Chicago, Illinois 60606 With a copy to: Battle Fowler LLP 75 East 55th Street New York, New York 10022 Attn: Thomas E. Kruger, Esq. or to such other address as such party may indicate by a notice delivered to the other parties hereto. (e) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". (f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more of the counter parties have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart. (g) Entire Agreement; No Third-Party Beneficiaries. This Agreement together with all other agreements executed by the parties hereto on the date hereof (including the documents and instruments referred to herein), (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as to all matters, including but not limited to, matters of validity, construction, effect, performance and remedies, without regard to any applicable conflicts of law. -7- 926898.4 (i) Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any party, it is in writing signed by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. -8- 926898.4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. TRAVELERS GENERAL REAL ESTATE MEZZANINE INVESTMENTS II, LLC By: /s/ Michael Watson ------------------------------------ Michael Watson Vice President SAMSTOCK, L.L.C. By: SZ Investments LLC, its sole member By: Zell General Partnership, Inc., its managing partner By: /s/ Donald J. Liebentritt --------------------------- Name: Donald J. Liebentritt Title: Vice President 926898.4 EX-5.0 6 STOCKHOLDER APPROVAL AGREEMENT - - CMH STOCKHOLDER APPROVAL AGREEMENT STOCKHOLDER APPROVAL AGREEMENT (this "Agreement"), dated as of March 8, 2000, among Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company ("General REMI II"), Craig M. Hatkoff ("Hatkoff") and CMH Investment Partnership LP, a Delaware limited partnership ("CMH") (Hatkoff and CMH are collectively referred to herein as the "Stockholders" and individually referred to herein as a "Stockholder"). Preliminary Statement A. Capital Trust, Inc., a Maryland corporation ("CT"), and certain of its affiliates (the "CT Parties") and General REMI II and certain of its Affiliates (the "CIG Parties"), propose to enter into a venture agreement, dated as of the date hereof (the "Venture Agreement"), pursuant to which, among other things, the CIG Parties and CT and the CT Parties will co-sponsor, commit to invest capital in and manage real estate mezzanine investment opportunity funds. B. The Stockholders own in the aggregate 2,348,132 shares (the "Owned Shares") of class A common stock, par value $.01 per share, of CT ("CT Common Stock"). C. As a condition to the CIG Parties' willingness to enter into the Venture Agreement, the CIG Parties have requested the Stockholders to enter into this Agreement. D. Capitalized terms used but not defined herein have the meanings set forth in the Venture Agreement. NOW, THEREFORE, to induce the CIG Parties to enter into, and in consideration of the CIG Parties entering into, the Venture Agreement, and in consideration of the premises and the representations, warranties and agreements contained herein, the parties agree as follows: 1. Representations and Warranties of the Stockholders. The Stockholders hereby, jointly and severally, represent and warrant to General REMI II as follows: (a) Authority. Each Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each Stockholder, and the consummation of the transactions contemplated hereby, has been duly authorized by all necessary action on the part of each Stockholder. This Agreement has been duly executed and delivered by each Stockholder and, assuming the due authorization, 926903.3 execution and delivery by General REMI II, constitutes a valid and binding obligation of each Stockholder enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally or by general principles governing the availability of equitable remedies. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under any provision of any trust agreement, partnership agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to any of the Stockholders or to any of the property or assets of any of the Stockholders. Except for consents, approvals, authorizations and filings as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Securities Exchange Act of 1934, as amended ("Exchange Act"), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational ("Governmental Entity"), is required by or with respect to any Stockholder in connection with the execution and delivery of this Agreement or the consummation by any Stockholder of the transactions contemplated hereby. (b) The Owned Shares. The Stockholders have good and valid title to the Owned Shares, free and clear of any claims, liens, encumbrances, pledges and security interests whatsoever. The Stockholders own no shares of CT Common Stock or other shares of stock of CT, other than the Owned Shares. Except for this Agreement, and that certain stockholder voting and lock-up agreement, dated as of the date hereof, by and among General REMI II, the Stockholders, and the other holders of CT Common Stock named therein (the "Voting and Lockup Agreement"), no proxies or powers of attorney have been granted with respect to the Owned Shares and no voting arrangement (including voting agreement or voting trust) has been entered into affecting the Owned Shares that will remain in effect after the execution of this Agreement. (c) Venture Agreement. The Stockholders understand and acknowledge that General REMI II is entering into the Venture Agreement in reliance upon the Stockholders' execution and delivery of this Agreement. 2. Representations and Warranties of General REMI II. General REMI II hereby represents and warrants to the Stockholders as follows: (a) Authority. General REMI II has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by General 926903.3 -2- REMI II, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary limited liability company action on the part of General REMI II. This Agreement has been duly executed and delivered by General REMI II, assuming the due authorization, execution and delivery by each of the Stockholders, constitutes a valid and binding obligation of General REMI II enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally or by general principles governing the availability of equitable remedies. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under any provision of any limited liability company agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to General REMI II or to any of the property or assets of any of General REMI II. Except for consents, approvals, authorizations and filings as may be required under the HSR Act and the Exchange Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to any Stockholder in connection with the execution and delivery of this Agreement or the consummation by General REMI II of the transactions contemplated hereby. 3. Covenants of the Stockholders. Until the valid termination of the provisions of this Section 3 pursuant to Section 8, the Stockholders agree as follows: (a) At any meeting of stockholders of CT called to vote upon the Warrant Issuance (as such term is defined in the Venture Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Warrant Issuance is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over in favor of the Warrant Issuance. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect the Warrant Issuance. 926903.3 -3- (c) The Stockholders shall not (i) Transfer or Otherwise Dispose (as hereinafter defined) of, or enter into any agreement or other arrangement with respect to, the Owned Shares to any person, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise with respect to, the Owned Shares, except as provided in this Agreement and the Voting and Lockup Agreement or (iii) take any other action that would reasonably be expected in any way to restrict, limit, or interfere with the performance of their obligations hereunder. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to restrict or prohibit the ability of (i) each Stockholder to transfer shares to immediate family members or trusts or other entities in connection with estate planning objectives, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General REMI II prior to such transfer, (ii) each Stockholder from pledging up to a number of its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using up to a number of its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer equal to the maximum number of shares that may be pledged pursuant to the Voting and Lockup Agreement or (iii) CMH to enter into an agreement with the respect to the voting and Disposition of shares of CT Common Stock between and among CMH and Veqtor Finance Company, L.L.C. and JRK Investment Partnership, LP (the "JCV Group"), provided that the obligations of CMH in such agreement are expressly subordinate to the obligations of CMH hereunder and there are no parties to such agreement other than the JCV Group. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stock. 4. Additional Covenants of the Stockholders. Until the valid termination of the provisions of this Section 4 pursuant to Section 8, the Stockholders agree as follows: (a) At any meeting of stockholders of CT called to vote upon any REIT Tax Matter submitted to a vote pursuant to Section 2.14 of the Venture Agreement or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval with respect to any such REIT Tax Matter is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over at such time in favor of such REIT Tax Matter. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other 926903.3 -4- approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control at such time against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect any REIT Tax Matter. 5. Further Assurances. Each Stockholder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other instruments as General REMI II may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and to vest the power to vote such Stockholder's Owned Shares as contemplated in Section 3. 6. Duty. Notwithstanding the covenants of Stockholders contained in Sections 3 and 4, any Stockholder who is an officer or director of CT, only in his capacity as an officer or director of CT, may take any such action that is in furtherance of the exercise of his duties as an officer or director under Maryland law, and no such action in furtherance of the exercise of such duties shall be deemed to be a breach or violation of the covenants of such Stockholder contained in Sections 3 and 4 and the Stockholders shall not have any liability hereunder for any such action taken in his capacity as an officer and director of CT in furtherance of the exercise of such duties. 7. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties, except that General REMI II may assign, in its sole discretion, any or all of its rights and interests to Citigroup Inc. or any of its direct or indirect wholly owned subsidiaries or other entities or to Travelers Property Casualty Corp. or any of its direct or indirect wholly owned subsidiaries or other entities. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns and, in the case of any Stockholder that is an individual, the heirs, executors and administrators of such Stockholder. 8. Termination. The rights and obligations contained in Section 3 shall terminate and shall be of no further legal force and effect on the date on which stockholders of CT shall have considered and voted upon the Warrant Issuance. The rights and obligations contained in Section 4 shall terminate and shall be of no further legal force and effect on the earlier of the date on which (i) stockholders of CT shall have considered and voted upon any REIT Tax Matters presented for a vote pursuant to Section 2.14 of the Venture Agreement, (ii) if the Fund II Initial Closing shall not have occurred by no later than December 31, 2000 or any Extension Date, (a) the Unwind set forth in the Fund I Agreement is commenced or (b) any dissolution or liquidation of Fund I in accordance with its terms is completed, (iii) the 926903.3 -5- Appraisal Procedures shall have commenced with respect to the Fair Market Value of the CIG Parties' and their Affiliates' Board Right Shares pursuant to Section 2.14 of the Venture Agreement, or (iv) upon the resignation of the CIG Parties Initial Board Designees as set forth in Section 2.12(e) of the Venture Agreement if the CIG Parties or the CT Parties shall have exercised their right to terminate the Venture Agreement pursuant to Section 2.12(e) of the Venture Agreement. 9. General Provisions. (a) Specific Performance. The parties agree that irreparable damage that is impossible to measure in money damages would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of New York or any New York state court, this being in addition to any other remedy to which they are entitled at law or in equity. (b) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. (c) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. (d) Notice. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally, or (ii) if sent by registered or certified mail, return receipt requested, or by private courier when received; and shall be addressed as follows: If to General REMI II, to: Travelers General Real Estate Mezzanine Investments II, LLC 205 Columbus Blvd., 9PB Hartford, Connecticut 06183-2030 Attn: Duane Nelson, Esq. Real Estate Investment Number: 12833 With a copies to: Citigroup Investments Inc. 388 Greenwich Street, 36th Floor 926903.3 -6- New York, New York 10013 Attn: Mr. Michael Watson Real Estate Investment Number: 12833 Loeb & Loeb LLP 1000 Wilshire Boulevard, Suite 1900 Los Angeles, California 90017 Attn: Andrew S. Clare, Esq. If to the Stockholders, to: c/o Capital Trust, Inc. 605 Third Avenue, 26th Floor New York, New York 10016 With a copy to: Battle Fowler LLP 75 East 55th Street New York, New York 10022 Attn: Thomas E. Kruger, Esq. or to such other address as such party may indicate by a notice delivered to the other parties hereto. (e) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". (f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more of the counter parties have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart. (g) Entire Agreement; No Third-Party Beneficiaries. This Agreement together with all other agreements executed by the parties hereto on the date hereof (including the documents and instruments referred to herein), (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended 926903.3 -7- to confer upon any person other than the parties hereto any rights or remedies hereunder. (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as to all matters, including but not limited to, matters of validity, construction, effect, performance and remedies, without regard to any applicable conflicts of law. (i) Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any party, it is in writing signed by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. 926903.3 -8- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. TRAVELERS GENERAL REAL ESTATE MEZZANINE INVESTMENTS II, LLC /s/ Michael Watson By: ______________________________ Michael Watson Vice President CRAIG M. HATKOFF /s/ Craig M. Hatkoff ____________________________________ CMH INVESTMENT PARTNERSHIP LP By: Craig M. Hatkoff, its general partner /s/ Craig M. Hatkoff ______________________________ Craig M. Hatkoff 926903.3 EX-6.0 7 STOCKHOLDER APPROVAL AGREEMENT - - JRK STOCKHOLDER APPROVAL AGREEMENT STOCKHOLDER APPROVAL AGREEMENT (this "Agreement"), dated as of March 8, 2000, among Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company ("General REMI II"), John R. Klopp ("Klopp") and JRK Investment Partnership, a Delaware limited partnership ("JRKLP") (Klopp and JRKLP are collectively referred to herein as the "Stockholders" and individually referred to herein as a "Stockholder"). Preliminary Statement A. Capital Trust, Inc., a Maryland corporation ("CT"), and certain of its affiliates (the "CT Parties") and General REMI II and certain of its Affiliates (the "CIG Parties"), propose to enter into a venture agreement, dated as of the date hereof (the "Venture Agreement"), pursuant to which, among other things, the CIG Parties and CT and the CT Parties will co-sponsor, commit to invest capital in and manage real estate mezzanine investment opportunity funds. B. The Stockholders own in the aggregate 2,340,132 shares (the "Owned Shares") of class A common stock, par value $.01 per share, of CT ("CT Common Stock"). C. As a condition to the CIG Parties' willingness to enter into the Venture Agreement, the CIG Parties have requested the Stockholders to enter into this Agreement. D. Capitalized terms used but not defined herein have the meanings set forth in the Venture Agreement. NOW, THEREFORE, to induce the CIG Parties to enter into, and in consideration of the CIG Parties entering into, the Venture Agreement, and in consideration of the premises and the representations, warranties and agreements contained herein, the parties agree as follows: 1. Representations and Warranties of the Stockholders. The Stockholders hereby, jointly and severally, represent and warrant to General REMI II as follows: (a) Authority. Each Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each Stockholder, and the consummation of the transactions contemplated hereby, has been duly authorized by all necessary action on the part of each Stockholder. This Agreement has been duly executed and delivered by each Stockholder and, assuming the due authorization, execution and 912194.10 delivery by General REMI II, constitutes a valid and binding obligation of each Stockholder enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally or by general principles governing the availability of equitable remedies. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under any provision of any trust agreement, partnership agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to any of the Stockholders or to any of the property or assets of any of the Stockholders. Except for consents, approvals, authorizations and filings as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Securities Exchange Act of 1934, as amended ("Exchange Act"), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational ("Governmental Entity"), is required by or with respect to any Stockholder in connection with the execution and delivery of this Agreement or the consummation by any Stockholder of the transactions contemplated hereby. (b) The Owned Shares. The Stockholders have good and valid title to the Owned Shares, free and clear of any claims, liens, encumbrances, pledges and security interests whatsoever. The Stockholders own no shares of CT Common Stock or other shares of stock of CT, other than the Owned Shares. Except for this Agreement, and that certain stockholder voting and lock-up agreement, dated as of the date hereof, by and among General REMI II, the Stockholders, and the other holders of CT Common Stock named therein (the "Voting and Lockup Agreement"), no proxies or powers of attorney have been granted with respect to the Owned Shares and no voting arrangement (including voting agreement or voting trust) has been entered into affecting the Owned Shares that will remain in effect after the execution of this Agreement. (c) Venture Agreement. The Stockholders understand and acknowledge that General REMI II is entering into the Venture Agreement in reliance upon the Stockholders' execution and delivery of this Agreement. 2. Representations and Warranties of General REMI II. General REMI II hereby represents and warrants to the Stockholders as follows: (a) Authority. General REMI II has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by General REMI II, and the consummation of the transactions contemplated hereby, have been -2- 912194.10 duly authorized by all necessary limited liability company action on the part of General REMI II. This Agreement has been duly executed and delivered by General REMI II, assuming the due authorization, execution and delivery by each of the Stockholders, constitutes a valid and binding obligation of General REMI II enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally or by general principles governing the availability of equitable remedies. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under any provision of any limited liability company agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to General REMI II or to any of the property or assets of any of General REMI II. Except for consents, approvals, authorizations and filings as may be required under the HSR Act and the Exchange Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to any Stockholder in connection with the execution and delivery of this Agreement or the consummation by General REMI II of the transactions contemplated hereby. 3. Covenants of the Stockholders. Until the valid termination of the provisions of this Section 3 pursuant to Section 8, the Stockholders agree as follows: (a) At any meeting of stockholders of CT called to vote upon the Warrant Issuance (as such term is defined in the Venture Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Warrant Issuance is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over in favor of the Warrant Issuance. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect the Warrant Issuance. (c) The Stockholders shall not (i) Transfer or Otherwise Dispose (as hereinafter defined) of, or enter into any agreement or other arrangement with respect -3- 912194.10 to, the Owned Shares to any person, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise with respect to, the Owned Shares, except as provided in this Agreement and the Voting and Lockup Agreement or (iii) take any other action that would reasonably be expected in any way to restrict, limit, or interfere with the performance of their obligations hereunder. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to restrict or prohibit the ability of (i) each Stockholder to transfer shares to immediate family members or trusts or other entities in connection with estate planning objectives, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General REMI II prior to such transfer, (ii) each Stockholder from pledging up to a number of its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using up to a number of its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer equal to the maximum number of shares that may be pledged pursuant to the Voting and Lockup Agreement or (iii) JRKLP to enter into an agreement with the respect to the voting and Disposition of shares of CT Common Stock between and among JRKLP and Veqtor Finance Company, L.L.C. and CMH Investment Partnership, LP (the "JCV Group"), provided that the obligations of JRKLP in such agreement are expressly subordinate to the obligations of JRKLP hereunder and there are no parties to such agreement other than the JCV Group. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stock. 4. Additional Covenants of the Stockholders. Until the valid termination of the provisions of this Section 4 pursuant to Section 8, the Stockholders agree as follows: (a) At any meeting of stockholders of CT called to vote upon any REIT Tax Matter submitted to a vote pursuant to Section 2.14 of the Venture Agreement or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval with respect to any such REIT Tax Matter is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over at such time in favor of such REIT Tax Matter. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control at such time -4- 912194.10 against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect any REIT Tax Matter. 5. Further Assurances. Each Stockholder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other instruments as General REMI II may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and to vest the power to vote such Stockholder's Owned Shares as contemplated in Section 3. 6. Duty. Notwithstanding the covenants of Stockholders contained in Sections 3 and 4, any Stockholder who is an officer or director of CT, only in his capacity as an officer or director of CT, may take any such action that is in furtherance of the exercise of his duties as an officer or director under Maryland law, and no such action in furtherance of the exercise of such duties shall be deemed to be a breach or violation of the covenants of such Stockholder contained in Sections 3 and 4 and the Stockholders shall not have any liability hereunder for any such action taken in his capacity as an officer and director of CT in furtherance of the exercise of such duties. 7. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties, except that General REMI II may assign, in its sole discretion, any or all of its rights and interests to Citigroup Inc. or any of its direct or indirect wholly owned subsidiaries or other entities or to Travelers Property Casualty Corp. or any of its direct or indirect wholly owned subsidiaries or other entities. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns and, in the case of any Stockholder that is an individual, the heirs, executors and administrators of such Stockholder. 8. Termination. The rights and obligations contained in Section 3 shall terminate and shall be of no further legal force and effect on the date on which stockholders of CT shall have considered and voted upon the Warrant Issuance. The rights and obligations contained in Section 4 shall terminate and shall be of no further legal force and effect on the earlier of the date on which (i) stockholders of CT shall have considered and voted upon any REIT Tax Matters presented for a vote pursuant to Section 2.14 of the Venture Agreement, (ii) if the Fund II Initial Closing shall not have occurred by no later than December 31, 2000 or any Extension Date, (a) the Unwind set forth in the Fund I Agreement is commenced or (b) any dissolution or liquidation of Fund I in accordance with its terms is completed, (iii) the Appraisal Procedures shall have commenced with respect to the Fair Market Value of the CIG Parties' and their Affiliates' Board Right Shares pursuant to Section 2.14 of the Venture -5- 912194.10 Agreement, or (iv) upon the resignation of the CIG Parties Initial Board Designees as set forth in Section 2.12(e) of the Venture Agreement if the CIG Parties or the CT Parties shall have exercised their right to terminate the Venture Agreement pursuant to Section 2.12(e) of the Venture Agreement. 9. General Provisions. (a) Specific Performance. The parties agree that irreparable damage that is impossible to measure in money damages would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of New York or any New York state court, this being in addition to any other remedy to which they are entitled at law or in equity. (b) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. (c) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. (d) Notice. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally, or (ii) if sent by registered or certified mail, return receipt requested, or by private courier when received; and shall be addressed as follows: If to General REMI II, to: Travelers General Real Estate Mezzanine Investments II, LLC 205 Columbus Blvd., 9PB Hartford, Connecticut 06183-2030 Attn: Duane Nelson, Esq. Real Estate Investment Number: 12833 With a copies to: Citigroup Investments Inc. 388 Greenwich Street, 36th Floor New York, New York 10013 Attn: Mr. Michael Watson -6- 912194.10 Real Estate Investment Number: 12833 Loeb & Loeb LLP 1000 Wilshire Boulevard, Suite 1900 Los Angeles, California 90017 Attn: Andrew S. Clare, Esq. If to the Stockholders, to: c/o Capital Trust, Inc. 605 Third Avenue, 26th Floor New York, New York 10016 With a copy to: Battle Fowler LLP 75 East 55th Street New York, New York 10022 Attn: Thomas E. Kruger, Esq. or to such other address as such party may indicate by a notice delivered to the other parties hereto. (e) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". (f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more of the counter parties have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart. (g) Entire Agreement; No Third-Party Beneficiaries. This Agreement together with all other agreements executed by the parties hereto on the date hereof (including the documents and instruments referred to herein), (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. -7- 912194.10 (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as to all matters, including but not limited to, matters of validity, construction, effect, performance and remedies, without regard to any applicable conflicts of law. (i) Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any party, it is in writing signed by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. -8- 912194.10 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. TRAVELERS GENERAL REAL ESTATE MEZZANINE INVESTMENTS II, LLC By: /s/ Michael Watson ------------------------------- Michael Watson Vice President JOHN R. KLOPP /s/ John R. Klopp ---------------------------------- JRK INVESTMENT PARTNERSHIP LP By: John R. Klopp, its general partner /s/ John R. Klopp ------------------------------- John R. Klopp 912194.10 -----END PRIVACY-ENHANCED MESSAGE-----