-----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, FJgUzFNrr1wHUO8TWYVopyBLjemJ1runwdi3n5xaRQ3J7b8N6z4XF+5OFYqOM7vG ACVwVsIjtDT3DD3K4idU2g== 0000903423-01-000195.txt : 20010424 0000903423-01-000195.hdr.sgml : 20010424 ACCESSION NUMBER: 0000903423-01-000195 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 20 FILED AS OF DATE: 20010420 GROUP MEMBERS: ASSOCIATED MADISON COMPANIES, INC. GROUP MEMBERS: CITIGROUP INC GROUP MEMBERS: PFS SERVICES, INC. GROUP MEMBERS: THE TRAVELERS INDEMNITY COMPANY GROUP MEMBERS: THE TRAVELERS INSURANCE GROUP INC. GROUP MEMBERS: TINDY RE INVESTMENTS, INC. GROUP MEMBERS: TRAVELERS GENERAL REAL ESTATE MEZZANINE INVESTMENT II, LLC GROUP MEMBERS: TRAVELERS LIMITED REAL ESTATE MEZZANINE INVESTMENT I, LLC GROUP MEMBERS: TRAVELERS PROPERTY CASUALTY CORP. 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 SEC ACT: SEC FILE NUMBER: 005-56371 FILM NUMBER: 1606906 BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Capital Trust, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 14052H100 - -------------------------------------------------------------------------------- (CUSIP Number) Joseph B. Wollard, Esq. Citigroup Inc. 425 Park Avenue, 3rd Floor New York, NY 10043 (212) 559-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 7, 2001 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-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 (however, see the Notes). CUSIP No. 14052H100 SCHEDULE 13D Page 2 of 25 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Travelers Limited Real Estate Mezzanine Investments I, LLC ("Limited REMI I") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 4,250,000 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 4,250,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,250,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.3% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 14052H100 SCHEDULE 13D Page 3 of 25 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Travelers General Real Estate Mezzanine Investments II, LLC ("General REMI II") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,015,600 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 3,015,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,015,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 14052H100 SCHEDULE 13D Page 4 of 25 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TINDY RE Investments, Inc. ("TINDY") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,265,600 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 7,265,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,265,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 14052H100 SCHEDULE 13D Page 5 of 25 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Travelers Indemnity Company ("Indemnity") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,265,600 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 7,265,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,265,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 14052H100 SCHEDULE 13D Page 6 of 25 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Travelers Property Casualty Corp. ("TPC") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,265,600 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 7,265,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,265,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 14052H100 SCHEDULE 13D Page 7 of 25 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Travelers Insurance Group Inc. ("TIGI") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,265,600 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 7,265,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,265,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 14052H100 SCHEDULE 13D Page 8 of 25 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PFS Services, Inc. ("PFS") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,265,600 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 7,265,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,265,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 14052H100 SCHEDULE 13D Page 9 of 25 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Associated Madison Companies, Inc. ("Madison") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,265,600 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 7,265,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,265,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 14052H100 SCHEDULE 13D Page 10 of 25 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citigroup Inc. ("Citigroup") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 7,265,600 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 7,265,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,265,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Item 1. Security and Issuer. The title of the class of equity securities to which this statement relates is Class A Common Stock, par value $0.01 per share (the "Common Stock"), of Capital Trust, Inc., a Maryland corporation (the "Company"). The principal executive offices of the Company are located at 410 Park Avenue, 14th Floor, New York, New York, 10022. Item 2. Identity and Background. Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Statement on Schedule 13D on behalf of Travelers Limited Real Estate Mezzanine Investments I, LLC, a Delaware limited liability company ("Limited REMI I"), Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company ("General REMI II"), TINDY RE Investments, Inc., a Connecticut corporation ("TINDY"), The Travelers Indemnity Company, a Connecticut corporation ("Indemnity"), Travelers Property Casualty Corp., a Delaware corporation ("TPC"), The Travelers Insurance Group Inc., a Connecticut corporation ("TIGI"), PFS Services, Inc., a Georgia corporation ("PFS"), Associated Madison Companies, a Delaware corporation ("Madison") and Citigroup Inc., a Delaware corporation ("Citigroup") (each, a "Reporting Person" and collectively, the "Reporting Persons"). LIMITED REMI I (a) Name: Travelers Limited Real Estate Mezzanine Investments I, LLC (b) Address of Principal Place of Business and Office: c/o Citigroup Investments Inc., One Tower Square - 9PB, Hartford, CT 06183-2030 (c) Principal Business: Real estate investment vehicle (d) Place of Organization: Delaware Officers and Directors: See Exhibit A attached hereto, which is incorporated herein by reference with respect to each executive officer and director of Limited REMI I. Neither Limited REMI I nor, to the best knowledge of Limited REMI I, any of the persons listed in Exhibit A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Limited REMI I or any of such persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. GENERAL REMI II (a) Name: Travelers General Real Estate Mezzanine Investments II, LLC (b) Address of Principal Place of Business and Office: c/o Citigroup Investments Inc., One Tower Square - 9PB, Hartford, CT 06183-2030 (c) Principal Business: Real estate investment vehicle (d) Place of Organization: Delaware Officers and Directors: See Exhibit B attached hereto, which is incorporated herein by reference with respect to each executive officer and director of General REMI II. Neither General REMI II nor, to the best knowledge of General REMI II, any of the persons listed in Exhibit B hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which General REMI II or any of such persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. TINDY (a) Name: TINDY RE Investments, Inc. (b) Address of Principal Place of Business and Office: c/o Citigroup Investments Inc., One Tower Square - 9PB, Hartford, CT 06183-2030 (c) Principal Business: Real estate investment vehicle (d) Place of Organization: Connecticut TINDY has not been convicted in a criminal proceeding and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which TINDY was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Indemnity (a) Name: The Travelers Indemnity Company (b) Address of Principal Place of Business and Office: One Tower Square, Hartford, Connecticut 06183 (c) Principal Business: Insurance (d) Place of Organization: Connecticut Indemnity has not been convicted in a criminal proceeding and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Indemnity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. TPC (a) Name: Travelers Property Casualty Corp. (b) Address of Principal Place of Business and Office: One Tower Square, Hartford, Connecticut 06183 (c) Principal Business: Holding company (d) Place of Organization: Delaware TPC has not been convicted in a criminal proceeding and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which TPC was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. TIGI (a) Name: The Travelers Insurance Group Inc. (b) Address of Principal Place of Business and Office: One Tower Square, Hartford, Connecticut 06183 (c) Principal Business: Holding company (d) Place of Organization: Connecticut TIGI has not been convicted in a criminal proceeding and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which TIGI was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. PFS (a) Name: PFS Services, Inc. (b) Address of Principal Place of Business and Office: 3120 Breckinridge Boulevard, Duluth, Georgia 30199 (c) Principal Business: Holding company (d) Place of Organization: Georgia PFS has not been convicted in a criminal proceeding and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which PFS was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Madison (a) Name: Associated Madison Companies (b) Address of Principal Place of Business and Office: 399 Park Avenue, New York, New York 10043 (c) Principal Business: Holding company (d) Place of Organization: Delaware Madison has not been convicted in a criminal proceeding and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Madison was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Citigroup (a) Name: Citigroup Inc. (b) Address of Principal Place of Business and Office: 399 Park Avenue, New York, New York, 10043 (c) Principal Business: Financial services holding company (d) Place of Organization: Delaware Officers and Directors: See Exhibit C attached hereto, which is incorporated herein by reference with respect to each executive officer and director of Citigroup. Neither Citigroup nor, to the best knowledge of Citigroup, any of the persons listed in Exhibit C hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Citigroup or any of such persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On March 8, 2000, in connection with the formation of Fund I as described in Item 4 below, the Company issued a warrant to purchase 4,250,000 shares of Common Stock (the "Limited REMI I Warrant") to a subsidiary which immediately thereafter contributed such warrant to Fund I. The Limited REMI I Warrant was immediately thereafter acquired by Limited REMI I in exchange for a note in the amount of $1,360,000. Additionally, on April 9, 2001, in connection with its contribution to Fund II as described in Item 4 below, the Company issued a warrant to purchase 3,015,600 shares of Common Stock (the "General REMI II Warrant" and, together with the Limited REMI I Warrant, the "Warrants") to a subsidiary which immediately thereafter contributed such warrant to Fund II. The General REMI II Warrant was immediately thereafter acquired by General REMI II in exchange for a note in the amount of $964,992. All interests, direct and indirect, in the Common Stock reported in this Schedule 13D were acquired with the working capital of Limited REMI I, General REMI II and other subsidiaries of Citigroup. Item 4. Purpose of Transaction. On March 8, 2000, affiliates of Citigroup entered into a strategic venture with the Company and certain of its wholly owned subsidiaries, following which the Company commenced its new investment management business. The venture parties have agreed, among other things, to co-sponsor, commit to invest capital in, and manage a series of high-yield commercial real estate mezzanine investment opportunity funds (collectively, the "Mezzanine Funds"). Citigroup and the Company have made capital commitments to the Mezzanine Funds of up to an aggregate of $400.0 million and $112.5 million, respectively, subject to certain terms and conditions. The strategic venture is governed by a venture agreement, dated as of March 8, 2000 (the "Venture Agreement"), pursuant to which the parties created CT Mezzanine Partners I LLC ("Fund I"), to which Limited REMI I and a wholly owned subsidiary of the Company, as members thereof, made capital contributions of $164.3 million and $54.8 million, respectively. Pursuant to the Venture Agreement, the parties also created CT Mezzanine Partners II LLC ("Fund II"), to which General REMI II and an affiliate of Limited REMI I made an aggregate capital commitment of $132.4 million and a wholly owned subsidiary of the Company made an aggregate capital commitment of $33.1 million. On April 9, 2001, Fund II effected its initial closing whereupon it closed on an aggregate of $500 million in capital commitments, including those of third party investors. Fund I ceased investment activities upon the Fund II initial closing. A wholly owned subsidiary of the Company, CT Investment Management Co., LLC ("CTIMCO"), serves as the exclusive investment manager to Fund I and Fund II and is currently negotiating suitable investments for Fund II. In consideration of, among other things, Citigroup's commitment to invest up to $400 million in the aggregate to the Mezzanine Funds, the Company agreed in the Venture Agreement to issue the Warrants. In connection with the organization of Fund I, the Company issued the Limited REMI I Warrant at an exercise price of $5.00 per share. The Limited REMI I Warrant has a term of five years that expires on March 8, 2005 and became exercisable on March 8, 2001, for cash or pursuant to a cashless exercise feature that allows Limited REMI I to exchange a portion of the warrants directly for shares of Common Stock at a predetermined ratio. In connection with the organization of Fund II, the Company issued the General REMI II Warrant on the same terms as the Limited REMI I warrant. The General REMI II Warrant has a term that expires on March 8, 2005 and is immediately exercisable for cash or pursuant to a cashless exercise feature substantially similar to the Limited REMI I Warrant. Pursuant to the Venture Agreement, the Company increased the size of its board of directors by two and Marc Weill and Michael Watson, Chief Executive Officer and Senior Vice President, respectively, of Citigroup Investments Inc., became directors of the Company. Effective June 1, 2000, Mr. Weill resigned from the board of directors of the Company and was replaced by Susan W. Lewis, Executive Vice President of Citigroup Investments Inc. In anticipation of the creation of Fund II, General REMI II and certain stockholders of the Company (the "Stockholders") entered into a Stockholder Voting and Lockup Agreement, dated as of March 8, 2000 (the "Voting Agreement") in which the Stockholders agreed to vote in favor of two nominees designated by General REMI II to serve as directors of the Company. The Stockholders also agreed to vote in favor of certain matters related to the tax status of the Company. Finally, the Stockholders agreed to a restriction prohibiting a sale of their shares of Common Stock without the prior written consent of General REMI II, subject to certain exceptions. The different rights and obligations of the Voting Agreement terminate at various times, but generally will be in effect as long as Fund II is in operation. In addition to the Voting Agreement, General REMI II entered into a series of agreements with certain other stockholders of the Company (the "Other Approval Agreement Parties"), each dated as of March 8, 2000 (the "Approval Agreements"), pursuant to which such other stockholders agreed to vote in favor of the issuance of the General REMI II Warrant and certain matters related to the tax status of the Company. The stockholders also agreed not to sell their shares of Common Stock without the prior written consent of General REMI II, subject to certain exceptions. Depending on market conditions and other factors (including evaluation of the Company's businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), Citigroup and its subsidiaries may from time to time purchase additional securities of the Company and dispose of all or a portion of such securities. Except as described in this Item 4, none of the Reporting Persons or, to the best knowledge of Limited REMI I, General REMI II and Citigroup, any of the persons named in Exhibits A, B and C, respectively, to this Schedule 13D, has formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) any changes in the Company's charter or by-laws or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Company. (a-b) The percentages calculated in this Item 5 are based upon 18,949,953 shares of Common Stock outstanding, as stated in the Company's report on Form 8-K filed on April 10, 2001. LIMITED REMI I Limited REMI I directly beneficially owns 4,250,000 shares of Common Stock. The following information is being provided as of such time with respect to Limited REMI I's beneficial ownership of the Common Stock. (a) Amount Beneficially Owned: 4,250,000 (b) Percent of Class: 18.3% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or direct the vote 4,250,000 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 4,250,000 GENERAL REMI II General REMI II directly beneficially owns 3,015,600 shares of Common Stock. The following information is being provided as of such time with respect to General REMI II's beneficial ownership of the Common Stock. (a) Amount Beneficially Owned: 3,015,600 (b) Percent of Class: 13.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or direct the vote 3,015,600 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 3,015,600 TINDY TINDY owns 67% of the equity of both Limited REMI I and General REMI II and, as a result, indirectly beneficially owns the shares of Common Stock directly beneficially owned by Limited REMI I and General REMI II. (a) Amount Beneficially Owned: 7,265,600 (b) Percent of Class: 27.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or direct the vote 7,265,600 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 7,265,600 Indemnity Indemnity is the parent company of TINDY and, as a result, indirectly beneficially owns the shares of Common Stock directly beneficially owned by Limited REMI I and General REMI II. (a) Amount Beneficially Owned: 7,265,600 (b) Percent of Class: 27.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or direct the vote 7,265,600 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 7,265,600 TPC TPC is the parent company of Indemnity and, as a result of Indemnity's holdings, indirectly beneficially owns the shares of Common Stock directly beneficially owned by Limited REMI I and General REMI II. (a) Amount Beneficially Owned: 7,265,600 (b) Percent of Class: 27.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or direct the vote 7,265,600 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 7,265,600 TIGI TIGI is the parent company of TPC and The Travelers Insurance Company, a Connecticut corporation ("TIC") which owns 33% of the equity of both Limited REMI I and General REMI II. As a result, TIGI indirectly beneficially owns the shares of Common Stock directly beneficially owned by Limited REMI I and General REMI II. (a) Amount Beneficially Owned: 7,265,600 (b) Percent of Class: 27.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or direct the vote 7,265,600 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 7,265,600 PFS PFS is the parent company of TIGI and, as a result of TIGI's holdings, indirectly and beneficially owns the shares of Common Stock directly beneficially owned by Limited REMI I and General REMI II. (a) Amount Beneficially Owned: 7,265,600 (b) Percent of Class: 27.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or direct the vote 7,265,600 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 7,265,600 Madison Madison is the parent company of PFS and, as a result of PFS's holdings, indirectly beneficially owns the shares of Common Stock directly beneficially owned by Limited REMI I and General REMI II. (a) Amount Beneficially Owned: 7,265,600 (b) Percent of Class: 27.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or direct the vote 7,265,600 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 7,265,600 Citigroup Citigroup is the parent company of Madison and, as a result of Madison's holdings, indirectly beneficially owns the shares of Common Stock directly beneficially owned by Limited REMI I and General REMI II. (a) Amount Beneficially Owned: 7,265,600 (b) Percent of Class: 27.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or direct the vote 7,265,600 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 7,265,600 By reason of their relationship, Citigroup, Madison, PFS, TIGI, TPC, Indemnity and TINDY may be deemed to share voting and dispositive power with respect to Common Stock owned by Limited REMI I and General REMI II. To the best knowledge of Limited REMI I, General REMI II and Citigroup, none of the persons listed in Exhibits A, B and C, respectively, beneficially owns any securities of the Company. As described in Item 4, General REMI II and the Stockholders have entered into the Voting Agreement with respect to shares of Common Stock held by the Stockholders. Each of the Reporting Persons disclaims beneficial ownership of any and all securities held by all parties to the Voting Agreement other than General REMI II. As described in Item 4, General REMI II and each of the Other Approval Agreement Parties have entered into an Approval Agreement with respect to shares of Common Stock held by the Other Approval Agreement Parties. General REMI II disclaims beneficial ownership of any shares of Common Stock held by the Other Approval Agreement Parties, and each of the Other Approval Agreement Parties disclaims beneficial ownership of any shares of Common Stock held by General REMI II. (c) To the best knowledge of the Reporting Persons, and except as described in Items 3 and 4, none of the Reporting Persons or, to the best knowledge of Limited REMI I, General REMI II or Citigroup, any person named in Exhibit A, Exhibit B or Exhibit C, respectively, has effected any transactions in the Company's Class A Common Stock during the period which commenced sixty days prior to the date of the event which triggered the filing of this Schedule 13D and ends on the date of the filing of this Schedule 13D. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. Except as set forth above and in Items 3, 4, and 5 of this Schedule 13D, to the best knowledge of the Reporting Persons, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to the securities of the Company. Item 7. Material to be filed as Exhibits. Exhibit Description A Officers and Directors of Limited REMI I. B Officers and Directors of General REMI II. C Officers and Directors of Citigroup. D Consent to Joint Filing of Schedule 13D pursuant to Rule 13d-1(k) of the Act. E Venture Agreement among Travelers Limited Real Estate Mezzanine Investments I, LLC, Travelers General Real Estate Mezzanine Investments II, LLC, Travelers Limited Real Estate Mezzanine Investments II, LLC, CT-F1, LLC, CT-F2-GP, LLC, CT-F2-LP, LLC, CT Investment Management Co., LLC and Capital Trust, Inc., dated as of March 8, 2000 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 1-14788) filed on March 23, 2000 and incorporated herein by reference). F Amendment No. 1 to the Venture Agreement among Travelers Limited Real Estate Mezzanine Investments I, LLC, Travelers General Real Estate Mezzanine Investments II, LLC, Travelers Limited Real Estate Mezzanine Investments II, LLC, CT-F1, LLC, CT-F2-GP, LLC, CT-F2-LP, LLC, CT Investment Management Co., LLC and Capital Trust, Inc., dated as of April 7, 2000. G Amendment No. 2 to the Venture Agreement among Travelers Limited Real Estate Mezzanine Investments I, LLC, Travelers General Real Estate Mezzanine Investments II, LLC, Travelers Limited Real Estate Mezzanine Investments II, LLC, CT-F1, LLC, CT-F2-GP, LLC, CT-F2-LP, LLC, CT Investment Management Co., LLC and Capital Trust, Inc., dated as of April 21, 2000. H Amendment No. 3 to the Venture Agreement among Travelers Limited Real Estate Mezzanine Investments I, LLC, Travelers General Real Estate Mezzanine Investments II, LLC, Travelers Limited Real Estate Mezzanine Investments II, LLC, CT-F1, LLC, CT-F2-GP, LLC, CT-F2-LP, LLC, CT Investment Management Co., LLC and Capital Trust, Inc., dated as of May 10, 2000. I Stockholder Voting and Lockup Agreement between 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, dated as of March 8, 2000 (filed as Exhibit 2 to Schedule 13-D jointly filed by Veqtor Finance Company, L.L.C. and other reporting persons identified therein on May 23, 2001 and incorporated herein by reference). J Fund I Class A Common Stock Warrant Agreement of Capital Trust, Inc. granting warrant to Travelers Limited Real Estate Mezzanine Investments I, LLC, dated as of March 8, 2000 (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 1-14788) filed on March 23, 2000 and incorporated herein by reference). K Promissory Note of Travelers Limited Real Estate Mezzanine Investments I, LLC, for the benefit of CT Mezzanine Partners I, LLC, dated as of March 8, 2000, in the amount of $1,360,000. L Fund II Class A Common Stock Warrant Agreement of Capital Trust, Inc. granting warrant to Travelers General Real Estate Mezzanine Investments II, LLC, dated as of April 9, 2001. M Promissory Note of Travelers General Real Estate Mezzanine Investments II, LLC, for the benefit of CT Mezzanine Partners II, LLC, dated as of April 9, 2001, in the amount of $964,992. N Stockholder Approval Agreement, among Travelers General Real Estate Mezzanine Investments II, LLC, John R. Klopp and JRK Investment Partnership, dated as of March 8, 2000. O Stockholder Approval Agreement, among Travelers General Real Estate Mezzanine Investments II, LLC, Douglas Crocker II, Cindy McHugh and Crocker-CT General Partnership, dated as of March 8, 2000. P Stockholder Approval Agreement, among Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company, Timothy H. Callahan, Meg Siegler Callahan and Callahan-CT General Partnership, dated as of March 8, 2000. Q Stockholder Approval Agreement, among Travelers General Real Estate Mezzanine Investments II, LLC, Rod F. Dammeyer, Diane N. Dammeyer and DRD Family Partnership LP, dated as of March 8, 2000. R Stockholder Approval Agreement, among Travelers General Real Estate Mezzanine Investments II, LLC, Gary R. Garrabrant and GRG Investment Partnership LP, dated as of March 8, 2000. S Stockholder Approval Agreement, among Travelers General Real Estate Mezzanine Investments II, LLC, Craig M. Hatkoff and CMH Investment Partnership LP, dated as of March 8, 2000. T Stockholder Approval Agreement, among Travelers General Real Estate Mezzanine Investments II, LLC, Sheli Z. Rosenberg, Burton X. Rosenberg and Rosenberg-CT General Partnership, dated as of March 8, 2000. U Stockholder Approval Agreement, among Travelers General Real Estate Mezzanine Investments II, LLC and Samstock, L.L.C., dated as of March 8, 2000. V Stockholder Approval Agreement, among Travelers General Real Estate Mezzanine Investments II, LLC and Veqtor Finance Company, L.L.C., dated as of March 8, 2000. Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 19, 2001 Travelers Limited Real Estate Mezzanine Investments I, LLC By: /s/ Duane Nelson ----------------------------------------- Name: Duane Nelson Title: Vice President Travelers General Real Estate Mezzanine Investments II, LLC By: /s/ Duane Nelson ----------------------------------------- Name: Duane Nelson Title: Vice President TINDY RE Investments, Inc. By: /s/ Duane Nelson ----------------------------------------- Name: Duane Nelson Title: Vice President The Travelers Indemnity Company By: /s/ Duane Nelson ----------------------------------------- Name: Duane Nelson Title: Vice President Travelers Property Casualty Corp. By: /s/ Daniel W. Jackson ----------------------------------------- Name: Daniel W. Jackson Title: Assistant Secretary The Travelers Insurance Group Inc. By: /s/ Joseph B. Wollard ----------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary PFS Services, Inc. By: /s/ Joseph B. Wollard ----------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary Associated Madison Companies, Inc. By: /s/ Joseph B. Wollard ----------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary Citigroup Inc. By: /s/ Joseph B. Wollard ----------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary EX-99.A 2 0002.txt EXHIBIT A Executive Officers of Travelers Limited Real Estate Mezzanine Investments I, LLC Set forth below are the names, titles, business addresses, principal occupations and citizenship of the Executive Officers of Limited REMI I. Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- David Colangelo Vice President Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Dene Dobensky Second Vice President Executive Officer The Travelers Indemnity Company United States One Tower Square - 5PB Hartford, Connecticut 06183-2030 Lynn M. Latham First Vice President and Chief Executive Officer Administrative Officer United States Citigroup Investments Inc. One Tower Square 9PB Hartford, Connecticut 06183-2030 Susan W. Lewis Executive Vice President Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Duane Nelson General Counsel - Real Estate Investments Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Joseph E. Rueli, Jr. Executive Vice President Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Robert Scoville First Vice President Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Mark Tutun Vice President Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Almond Nickerson Vice President Executive Officer Citigroup Investments Inc. United States 599 Lexington Avenue New York, New York Michael Watson Senior Vice President Executive Officer Citigroup Investments Inc. United States 599 Lexington Avenue New York, New York EX-99.B 3 0003.txt EXHIBIT B Executive Officers of Travelers General Real Estate Mezzanine Investments II, LLC Set forth below are the names, titles, business addresses, principal occupations and citizenship of the Executive Officers of General REMI II. Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- David Colangelo Vice President Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Dene Dobensky Second Vice President Executive Officer The Travelers Indemnity Company United States One Tower Square - 5PB Hartford, Connecticut 06183-2030 Lynn M. Latham First Vice President and Chief Executive Officer Administrative Officer United States Citigroup Investments Inc. One Tower Square - 9PB Hartford, Connecticut 06183-2030 Susan W. Lewis Executive Vice President Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Duane Nelson General Counsel - Real Estate Investments Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Joseph E. Rueli, Jr. Executive Vice President Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Robert Scoville First Vice President Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Mark Tutun Vice President Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 Almond Nickerson Vice President Executive Officer Citigroup Investments Inc. United States 599 Lexington Avenue New York, New York Michael Watson Senior Vice President Executive Officer Citigroup Investments Inc. United States One Tower Square - 9PB Hartford, Connecticut 06183-2030 EX-99.C 4 0004.txt EXHIBIT C Executive Officers and Directors of Citigroup Inc. Set forth below are the names, titles, business addresses, principal occupations and citizenship of the Executive Officers and Directors of Citigroup. Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- C. Michael Armstrong Chairman & Chief Executive Officer Director AT&T Corporation United States 295 North Maple Avenue, Room 4353L Basking Ridge, NJ 07920 Alain J. P. Belda President & Chief Executive Officer Director Alcoa Inc. Brazil 201 Isabella Street, Floor 6J12 Pittsburgh, PA 15212-5858 Kenneth J. Bialkin Partner Director Skadden, Arps, Slate, Meagher & Flom United States 919 Third Avenue New York, NY 10022 Kenneth T. Derr Chairman & Chief Executive Officer Director Chevron Corporation United States 575 Market Street, 40th fl San Francisco, CA 94105 John M. Deutch Institute Professor Director Massachusetts Institute of Technology United States 77 Massachusetts Avenue, Room 6-208 Cambridge, MA 02139 The Honorable Gerald R. Ford Former President of the United States Honorary Director 40365 Sand Dune Road United States Rancho Mirage, CA 92270 Ann Dibble Jordan Consultant Director 2940 Benton Place, N.W. United States Washington, DC 20008-2718 Robert I. Lipp Chairman of the Board Director Travelers Property Casualty Corp. United States 205 Columbus Blvd., 9PB Hartford, CT 06183 Reuben Mark Chairman and Chief Executive Officer Director Colgate-Palmolive Company United States 300 Park Avenue New York, NY 10022-7499 Michael T. Masin Vice Chairman and President Director - International United States GTE Corporation 1255 Corporate Drive Mail Code SVC06C30 Irving, TX 75038 Dudley C. Mecum Managing Director Director Capricorn Management United States 30 East Elm Street Greenwich, CT 06830 Richard D. Parsons President Director Time Warner Inc. United States 75 Rockefeller Plaza, 29th fl New York, NY 10019 Andrall E. Pearson Chairman & Chief Executive Officer Director TRICON Global Restaurants, Inc. United States 660 Steamboat Road Greenwich, CT 06830 Robert E. Rubin Member of the Office of the Chairman Director and Citigroup Inc. Executive Officer 399 Park Avenue United States New York, NY 10043 Franklin A. Thomas Former President Director The Ford Foundation United States 595 Madison Avenue, 33rd fl New York, NY 10022 Sanford I. Weill Chairman and Co-Chief Executive Officer Director and Citigroup Inc. Executive Officer 399 Park Avenue United States New York, NY 10043 Arthur Zankel General Partner Director High Rise Partners, LP United States 535 Madison Avenue New York, NY 10022 Hamid Biglari Head of Corporate Strategy Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Winfried F.W. Bischoff Chairman Executive Director Citigroup Inc. United Kingdom 399 Park Avenue New York, NY 10043 Michael A. Carpenter Co-Chief Executive Officer Executive Officer Global Corporate and Investment Bank United States and Germany Citigroup Inc. 399 Park Avenue New York, NY 10043 Paul J. Collins Vice Chairman Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Michael D'Ambrose Senior Human Resources Officer Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Robert Druskin Chief Executive Officer Executive Officer Global Corporate and Investment Bank United States Citigroup Inc. 399 Park Avenue New York, NY 10043 Ahmed Fahour Senior Executive Vice President of Executive Officer Development United States Citigroup Inc. 399 Park Avenue New York, NY 10043 Jay S. Fishman President & CEO Executive Officer Travelers Property Casualty Corp. United States One Tower Square, 8GS Hartford, CT 06183 Michael B.G. Froman Chief of Staff Executive Officer Office of the Chairman United States Citigroup Inc. 399 Park Avenue New York, NY 10043 Roy A. Guthrie Chief Executive Officer Executive Officer Global Equipment Finance United States Citigroup Inc. 399 Park Avenue New York, NY 10043 Edward D. Horowitz Citigroup Inc. Executive Officer 399 Park Avenue United States New York, NY 10043 Thomas Wade Jones Co-Chairman & CEO Executive Officer SSB Asset Management Group United States 399 Park Avenue New York, NY 10043 Marjorie Magner Senior Executive Vice President and Executive Officer Chief Administrative Officer United States Global Consumer Group Citigroup Inc. 399 Park Avenue New York, NY 10043 Deryck C. Maughan Vice Chairman Executive Officer Citigroup Inc. United Kingdom 399 Park Avenue New York, NY 10043 Victor J. Menezes Co-Chief Executive Officer Executive Officer Global Corporate and Investment Bank United States Citigroup Inc. 399 Park Avenue New York, NY 10043 Charles O. Prince, III General Counsel/Corporate Secretary Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 William R. Rhodes Vice Chairman Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Petros Sabatacakis Senior Risk Officer Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Todd S. Thomson Chief Financial Officer Executive Officer Citigroup Inc. United States 399 Park Avenue New York, NY 10043 Robert B. Willumstad Chairman Executive Officer CitiFinancial Credit Company United States 399 Park Avenue New York, NY 10043 Barbara A. Yastine Chief Financial Officer Executive Officer Salomon Smith Barney and Citibank's United States Global Relationship Bank 399 Park Avenue New York, NY 10043 EX-99.D 5 0005.txt EXHIBIT D Consent to Joint Filing of Schedule 13D Pursuant to Rule 13d-1(k)(1)(iii) of Regulation D of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is, and any future amendments thereto may be, filed on behalf of each of us. Dated: April 19, 2000 Travelers Limited Real Estate Mezzanine Investments I, LLC By: ----------------------------------------- Name: Title: Travelers General Real Estate Mezzanine Investments II, LLC By: ----------------------------------------- Name: Title: TINDY RE Investments, Inc. By: ----------------------------------------- Name: Title: The Travelers Indemnity Company By: ----------------------------------------- Name: Paul Eddy Title: Assistant Secretary Travelers Property Casualty Corp. By: ----------------------------------------- Name: Paul Eddy Title: Assistant Secretary The Travelers Insurance Group Inc. By: /s/ Joseph B. Wollard ----------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary PFS Services, Inc. By: /s/ Joseph B. Wollard ----------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary Associated Madison Companies, Inc. By: /s/ Joseph B. Wollard ----------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary Citigroup Inc. By: /s/ Joseph B. Wollard ----------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary EX-99.F 6 0006.txt EXHIBIT F Amendment No. 1 to the Venture Agreement This AMENDMENT NO. 1 TO THE VENTURE AGREEMENT ("Agreement") is entered into the 7th day of April 2000, amongst Travelers Limited Real Estate Mezzanine Investments I, LLC, a Delaware limited liability company ("Limited REMI I"), Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company, Travelers Limited Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company, CT-F1, LLC, a Delaware limited liability company ("CT-F1"), CT-F2-GP, LLC, a Delaware limited liability company, CT-F2-LP, LLC, a Delaware limited liability company, CT Investment Management Co., LLC, a Delaware limited liability company, and Capital Trust, Inc., a Maryland corporation. WITNESSETH: WHEREAS, the parties hereto are parties to that certain Venture Agreement dated as of March 8, 2000 (the "Venture Agreement"); WHEREAS, the parties hereto desire to amend the Venture Agreement to extend the time period within which each of Limited REMI I and CT-F1 have to exercise their right to terminate the Venture Agreement pursuant to Section 2.12(e) of the Venture Agreement; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Certain Definitions. (a) Capitalized terms used in this Agreement without definition shall have the meanings set forth in the Venture Agreement. Section 2. Amendment. (a) The first sentence of Section 2.12(e) of the Venture Agreement is hereby amended to delete the words "if within 30 days of the date hereof" and replacing them with the words "if within 48 days of the date hereof (i.e., April 24, 2000)". Section 3. Miscellaneous. (a) Ratification. Except as expressly amended hereby, all of the terms, provisions and conditions of the Venture Agreement are hereby ratified and confirmed in all respects by each party hereto and, except as expressly amended hereby, are, and hereafter shall continue, in full force and effect. (b) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each party and their respective successors and permitted assigns. (c) Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. (d) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above stated. CAPITAL TRUST, INC. TRAVELERS LIMITED REAL ESTATE MEZZANINE INVESTMENTS I, LLC By: /s/ By: ------------------------------------- ------------------------------------- John R. Klopp Michael Watson Chief Executive Officer Vice President CF-F1, LLC TRAVELERS GENERAL REAL ESTATE By: Capital Trust, Inc., sole Member MEZZANINE INVESTMENTS II, LLC By: /s/ By: ------------------------------------- ------------------------------------- John R. Klopp Michael Watson Chief Executive Officer Vice President CT-F2-GP, LLC TRAVELERS LIMITED REAL ESTATE By: Capital Trust, Inc., sole Member MEZZANINE INVESTMENTS II, LLC By: /s/ By: ------------------------------------- ------------------------------------- John R. Klopp Michael Watson Chief Executive Officer Vice President CT-F2-LP, LLC CT INVESTMENT MANAGEMENT CO., LLC By: Capital Trust, Inc., sole Member By: Capital Trust, Inc., sole Member By: /s/ By: /s/ ------------------------------------- ------------------------------------- John R. Klopp John R. Klopp Chief Executive Officer Chief Executive Officer
EX-99.G 7 0007.txt EXHIBIT G Amendment No. 2 to the Venture Agreement This AMENDMENT NO. 2 TO THE VENTURE AGREEMENT and CONSENT ("Agreement and Consent") is entered into this 21st day of April 2000, amongst Travelers Limited Real Estate Mezzanine Investments I, LLC, a Delaware limited liability company ("Limited REMI I"), Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company ("General REMI II"), Travelers Limited Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company, CT-F1, LLC, a Delaware limited liability company ("CT-F1"), CT-F2-GP, LLC, a Delaware limited liability company, CT-F2-LP, LLC, a Delaware limited liability company, CT Investment Management Co., LLC, a Delaware limited liability company, and Capital Trust, Inc., a Maryland corporation. WITNESSETH: WHEREAS, the parties hereto are parties to that certain Venture Agreement dated as of March 8, 2000 (the "Venture Agreement"); WHEREAS, the parties hereto desire to amend the Venture Agreement to extend the time period within which each of Limited REMI I and CT-F1 have to exercise their right to terminate the Venture Agreement pursuant to Section 2.12(e) of the Venture Agreement; and WHEREAS, CT has requested that General REMI II consent to an extension of the 30-day period referenced in Section 2.3 of the Venture Agreement for the filing by CT with the SEC of its preliminary proxy and form of proxy relating to the approval by CT's stockholders of the Warrant Issuance, and General REMI II wishes to consent to such extension; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Certain Definitions. Capitalized terms used in this Agreement and Consent without definition shall have the meanings set forth in the Venture Agreement. Section 2. Amendment. 2.1. The first sentence of Section 2.12(e) of the Venture Agreement is hereby amended to delete the words "if within 48 days of the date hereof" and replacing them with the words "if within 64 days of the date hereof (i.e., May 10, 2000)". 2.2. The fourth sentence of Section 2.3 of the Venture Agreement is hereby amended to delete the words "subject to extension for an additional fifteen (15) days" and replacing them with the words "subject to extension for an additional thirty-one (31) days". Section 3. Consent. Pursuant to Section 2.3 of the Venture Agreement, as amended, CT hereby requests that General REMI II consent, and General REMI II hereby consents, to an extension for an additional thirty-one (31) days (i.e., until May 10, 2000) of the period during which CT shall prepare and file with the SEC its preliminary proxy statement and form of proxy relating to the approval by CT's stockholders of the Warrant Issuance. Section 4. Miscellaneous. (a) Ratification. Except as expressly amended hereby, all of the terms, provisions and conditions of the Venture Agreement are hereby ratified and confirmed in all respects by each party, hereto and, except as expressly amended hereby, are, and hereafter shall continue, in full force and effect. (b) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each party and their respective successors and permitted assigns. (c) Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. (d) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above stated. CAPITAL TRUST, INC. TRAVELERS LIMITED REAL ESTATE MEZZANINE INVESTMENTS I, LLC By: /s/ John R. Klopp By: ------------------------------------- ------------------------------------- Chief Executive Officer Michael Watson Vice President CT-F1, LLC TRAVELERS GENERAL REAL ESTATE By: Capital Trust, Inc., sole Member MEZZANINE INVESTMENTS II, LLC By: /s/ John R. Klopp By: ------------------------------------- ------------------------------------- Chief Executive Officer Michael Watson Vice President CT-F2-GP, LLC TRAVELERS LIMITED REAL ESTATE By: Capital Trust, Inc., sole Member MEZZANINE INVESTMENTS II, LLC By: /s/ John R. Klopp By: ------------------------------------- ------------------------------------- Chief Executive Officer Michael Watson Vice President CT-F2-LP, LLC CT INVESTMENT MANAGEMENT CO., LLC By: Capital Trust, Inc., sole Member By: Capital Trust, Inc., sole Member By: /s/ John R. Klopp By: /s/ John R. Klopp ------------------------------------- ------------------------------------- Chief Executive Officer Chief Executive Officer
EX-99.H 8 0008.txt EXHIBIT H Amendment No. 3 to the Venture Agreement This AMENDMENT NO. 3 TO THE VENTURE AGREEMENT ("Agreement") is entered into this 10th day of May 2000, amongst Travelers Limited Real Estate Mezzanine Investments I, LLC, a Delaware limited liability company ("Limited REMI I"), Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company ("General REMI II"), Travelers Limited Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company, CT-Fl, LLC, a Delaware limited liability company ("CT-Fl"), CT-F2-GP, LLC, a Delaware limited liability company, CT-F2-LP, LLC, a Delaware limited liability company, CT Investment Management Co., LLC, a Delaware limited liability company, and Capital Trust, Inc., a Maryland corporation. WITNESSETH: WHEREAS, the parties hereto are parties to that certain Venture Agreement dated as of March 8, 2000 (the "Venture Agreement"); WHEREAS, the parties hereto desire to amend the Venture Agreement to extend the time period within which each of Limited REMI I and CT-F1 have to exercise their right to terminate the Venture Agreement pursuant to Section 2.12(e) of the Venture Agreement; and NOW, THEREFORE, the parties hereto agree as follows: Section 1. Certain Definitions. Capitalized terms used in this Agreement without definition shall have the meanings set forth in the Venture Agreement. Section 2. Amendment. 2.1. The first sentence of Section 2.12(e) of the Venture Agreement is hereby amended to delete the words "if within 64 days of the date hereof" and replacing them with the words "if within 73 days of the date hereof (i.e., May 19, 2000)". Section 3. Miscellaneous. (a) Ratification. Except as expressly amended hereby, all of the terms, provisions and conditions of the Venture Agreement are hereby ratified and confirmed in all respects by each party hereto and, except as expressly amended hereby, are, and hereafter shall continue, in full force and effect. (b) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each party and their respective successors and permitted assigns. (c) Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. (d) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above stated. CAPITAL TRUST, INC. TRAVELERS LIMITED REAL ESTATE MEZZANINE INVESTMENTS I, LLC By: /s/ John R. Klopp By: ------------------------------------- ------------------------------------- Chief Executive Officer Michael Watson Vice President CT-F1, LLC TRAVELERS GENERAL REAL ESTATE By: Capital Trust, Inc., sole Member MEZZANINE INVESTMENTS I, LLC By: /s/ John R. Klopp By: ------------------------------------- ------------------------------------- Chief Executive Officer Michael Watson Vice President CT-F2-GP, LLC TRAVELERS LIMITED REAL ESTATE By: Capital Trust, Inc., sole Member MEZZANINE INVESTMENTS II, LLC By: /s/ John R. Klopp By: ------------------------------------- ------------------------------------- Chief Executive Officer Michael Watson Vice President CT-F2-LP, LLC CT INVESTMENT MANAGEMENT CO., By: Capital Trust, Inc., sole Member LLC By: Capital Trust, Inc., sole Member By: /s/ John R. Klopp By: /s/ John R Klopp ------------------------------------- ------------------------------------- Chief Executive Officer Chief Executive Officer
EX-99.K 9 0009.txt EXHIBIT K Promissory Note of Fund I THIS NOTE IS NOT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SELLER AGREES FOR THE BENEFIT OF THE PURCHASER THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) TO THE PURCHASER, (2) TO A PERSON WHO THE PURCHASER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER THAT IS AWARE THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. PROMISSORY NOTE (Non-Negotiable) $1,360,000 March 8, 2000 FOR VALUE RECEIVED, the undersigned, TRAVELERS LIMITED REAL ESTATE MEZZANINE INVESTMENTS I, LLC, a Delaware limited liability company ("Purchaser"), HEREBY PROMISES TO PAY to CT MEZZANINE PARTNERS I LLC, a Delaware limited liability company (the "Seller"), at the Seller's principal place of business, the principal sum of One Million Three Hundred Sixty Thousand ($1,360,000), without interest. The principal amount hereof shall be paid from, and at the time of, any payments to the Seller by the Purchaser pursuant to Section 4.2 of that certain limited liability company agreement (the "LLC Agreement") dated the date hereof between the Purchaser and CT-Fl, LLC. Recourse on this Note shall be limited to the Purchaser's obligations to make future contributions pursuant to the LLC Agreement. Principal shall be payable in lawful money of the United States of America in immediately available funds. Purchaser hereby waives presentment, demand, protest, notice of dishonor, notice of nonpayment, notice of protest and diligence in collection, and assents to the terms hereof and to any extension or postponement of the time for payment or any other indulgence. If this Note becomes mutilated and is surrendered by the Seller to the Purchaser, or if Seller claims that the Note has been lost, destroyed or wrongfully taken, the Purchaser shall execute and deliver to Seller a replacement Note, upon the affidavit of Seller attesting to such loss, destruction or wrongful taking with respect to the Note and the lost, destroyed, mutilated, surrendered or wrongfully taken Note shall be deemed to be canceled for all purposes hereof. Such affidavit shall be accepted as satisfactory evidence of the loss, wrongful taking or destruction thereof and no indemnity shall be required as a condition of the execution and delivery of a replacement Note. Any costs and expenses of the Purchaser in replacing this Note shall be for the account of Seller. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PURCHASER AND SELLER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK COUNTY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE. EACH OF THE SELLER AND PURCHASER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PURCHASER AND SELLER HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY MAIL RETURN RECEIPT REQUESTED OR HAND DELIVERY. NOTHING IN THIS NOTE WILL AFFECT THE RIGHT OF PURCHASER OR SELLER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE SELLER AND THE PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE AND TO THE FULLEST EXTENT PERMITTED BY LAW WAIVES ANY RIGHTS THAT IT MAY HAVE TO CLAIM OR RECEIVE CONSEQUENTIAL OR SPECIAL DAMAGES IN CONNECTION WITH ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. This Note may not be amended or modified, nor may any provision hereof be waived, orally, by course of dealing or otherwise, unless such amendment, modification or waiver shall be in writing and duly executed by the holder hereof. This Note shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to principles of conflicts of laws. TRAVELERS LIMITED REAL ESTATE MEZZANINE INVESTMENTS I, LLC By: ------------------------------- Michael Watson Vice President EX-99.L 10 0010.txt EXHIBIT L Fund II Warrant Agreement The warrants represented by this certificate and the securities issuable upon exercise thereof have not been registered under the Securities Act of 1933 or the securities laws of any state. Neither such warrants nor such securities may be sold, pledged, hypothecated or otherwise transferred without such registration, except upon delivery to the Company of such evidence as may be satisfactory to counsel for the Company to the effect that any such transfer shall not be in violation of the Securities Act of 1933 or applicable state securities laws or any rule or regulation promulgated thereunder. CAPITAL TRUST, INC. Fund II Purchase Warrant for Class A Common Stock FOR VALUE RECEIVED, Capital Trust, Inc., a Maryland corporation (the "Company"), hereby grants, pursuant hereto (this "Warrant"), to Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company, or its permitted assigns, the right to purchase from the Company, at any time or from time to time commencing on the date hereof and prior to 5:00 p.m., Eastern Time, on March 8, 2005, up to three million, fifteen thousand and six hundred (3,015,600) (subject to adjustment as provided herein) fully paid and non-assessable shares of class A common stock, par value $.01 per share, of the Company for five dollars ($5.00) per share (subject to adjustment as provided herein) for an aggregate purchase price (assuming full exercise) of fifteen million and seventy-eight thousand dollars ($15,078,000) (not subject to adjustment). Hereinafter, (i) said class A common stock, par value $.01 per share, of the Company, is referred to as the "Common Stock," (ii) the shares of the Common Stock purchasable hereunder or under any other Warrant (as hereinafter defined) are referred to as the "Warrant Shares," (iii) the aggregate purchase price payable for the Warrant Shares purchasable hereunder is referred to as the "Aggregate Exercise Price," (iv) the price payable for each of the Warrant Shares is referred to as the "Per-Share Exercise Price," (v) this Warrant, and all warrants hereafter issued in exchange for, in substitution for or upon transfer of this Warrant are referred to as the "Warrants" and (vi) the holder of this Warrant is referred to as the "Holder." Definitions of other capitalized terms used herein are set forth in Section 15 hereof. The Aggregate Exercise Price is not subject to adjustment. 1. Exercise of Warrant. (a) Cash Exercise. This Warrant may be exercised in whole at any time, or in part from time to time, commencing on the date hereof and prior to 5:00 p.m., Eastern Time, on March 8, 2005 or March 8, 2008 if the period during which this Warrant may be exercised is extended pursuant to Section 4 (the "Exercise Period") by the Holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed) to the Company at the address set forth in Section 11 hereof, together with proper payment of the Aggregate Exercise Price, or the proportionate part thereof if this Warrant is exercised in part, with payment for the Warrant Shares made by wire transfer of immediately available funds or certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, it must be exercised for a number of whole shares of Common Stock. (b) Cashless Exercise. At any time during the Exercise Period, the Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this subsection, by surrendering this Warrant to the Company at the address set forth in Section 11 hereof, accompanied by a notice stating such Holder's intent to effect such exchange ("Notice of Exchange"), the number of Warrant Shares corresponding to the portion of the Warrant to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Exchange Date"). In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the Per-Share Exercise Price then in effect by (B) the current market price (determined as provided in subsection (e) of Section 3) per share of Common Stock on the Exchange Date. (c) After any partial exercise or exchange, the Holder will be entitled to receive a new Warrant covering the Warrant Shares as to which this Warrant has not been exercised or exchanged and setting forth the proportionate part of the Aggregate Exercise Price applicable to such Warrant Shares. (d) As soon as practicable, but within ten (10) days following the surrender of this Warrant and the receipt of payment of the Aggregate Exercise Price, or the proportionate part thereof, as the case may be, pursuant to subsection (a) or subsection (b), the Company, within seven (7) days, (i) will issue a certificate or certificates in the name of the Holder for the largest number of whole shares of Common Stock to which the Holder shall be entitled by the exercise (full or partial, in accordance with the subscription form) or exchange of this Warrant; (ii) will, if this Warrant is exercised in whole, in lieu of any fractional share of Common Stock to which the Holder shall be otherwise entitled, pay to the Holder cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors shall determine), and (iii) will deliver the other securities and properties receivable upon the exercise or exchange of this Warrant, or the proportionate part thereof if this Warrant is exercised or exchanged in part, pursuant to the provisions of this Warrant. 2. Reservation of Warrant Shares; Listing. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the exercise of Warrants, the full number of shares of Common Stock then issuable upon the exercise of all outstanding Warrants. Throughout the period of time during which this Warrant may be exercised, the Company shall use its commercially reasonable efforts to keep the Warrant Shares authorized for listing on the New York Stock Exchange or on any other successor national securities exchange or other relevant market on which the Common Stock is listed, admitted to trading or traded. 3. Protection Against Dilution. The Per-Share Exercise Price and the number of Warrant Shares purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time as set forth in this Section 3. Whenever the Per-Share Exercise Price is adjusted by operation of this Section 3, the number of Warrant Shares to be delivered upon exercise of the Warrants shall be adjusted as provided in subsection (n) hereof. (a) In case the Company shall, while any of the Warrants are outstanding, (i) pay a dividend or make any other distribution with respect to shares of Common Stock in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, (iii) combine outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of stock of the Company (other than the reclassifications covered by subsection (d)), the Per-Share Exercise Price shall be adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Exercise Price and the denominator of which shall be the number of shares of Common Stock or other stock of the Company that the Holder would have owned immediately following such action had such Warrant been exercised immediately prior thereto or, in the case of a dividend, distribution, subdivision, combination or reclassification with respect to which a record date has been established, prior to such record date. An adjustment made pursuant to this subsection shall be made immediately prior to the opening of business on the day following (x) the date of the payment of the dividend or distribution (retroactive to the record date) or (y) the effective date in the case of a subdivision, combination or reclassification (retroactive to the record date, if any). If the Board of Directors shall declare any dividend or distribution or resolve to take any action referred to in this subsection, it shall provide written notice thereof to the Holder not less than 10 days prior to the record date fixed for determining the stockholders entitled to participate therein. (b) In case the Company shall, while any of the Warrants are outstanding, issue rights or warrants to purchase, or securities convertible into or exchangeable for, Common Stock ("Rights") to any holders of its outstanding shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for, purchase, convert or exchange shares of Common Stock at a price per share less than the current market price per share of Common Stock (as determined pursuant to subsection (e) below) on the record date mentioned below, provided the purchase price is less than the Per-Share Exercise Price theretofore in effect, the Per-Share Exercise Price shall be adjusted so that the same shall equal the amount determined by multiplying the Per-Share Exercise Price theretofore in effect by a fraction the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Rights plus the number of shares which the aggregate offering price would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Rights plus the number of additional shares of Common Stock offered for subscription or purchase. "Aggregate offering price," as used in the preceding sentence, shall mean the amount received or receivable by the Company in consideration of the issuance or sale of Rights plus any additional consideration payable to the Company upon exercise thereof, in each case with reference to the total number of shares of Common Stock offered for subscription or purchase. Such adjustment shall be made immediately prior to the opening of business on the day following the date of issuance of Rights, retroactive to the record date for the determination of stockholders entitled to receive Rights. (c) In case the Company shall, by dividend or otherwise, distribute to any holders of its outstanding shares of Common Stock evidences of its indebtedness, shares of any class or series of its stock, assets, securities convertible into or exchangeable for any of its stock or rights or warrants to subscribe for or purchase any of its securities (excluding any Rights referred to in subsection (b), any dividend or other distribution paid exclusively in cash and any dividend or other distribution referred to in subsection (a) of this Section 3), the Per-Share Exercise Price shall be reduced so that the same shall equal the price determined by multiplying the Per-Share Exercise Price theretofore in effect by a fraction the numerator of which shall be the current market price (determined as provided in subsection (e)) per share of Common Stock on the record date referred to below less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive unless the Holder shall, within five (5) days of receipt of the Adjustment Certificate (as defined below) setting forth the adjustment made, request that the determination be made pursuant to the Appraisal Procedures), on the record date referred to below, of the portion of the evidences of indebtedness, shares of stock, assets, convertible or exchangeable securities, rights or warrants (including fractions) so distributed with respect to each share of Common Stock and the denominator of which shall be such current market price per share of Common Stock. Such adjustment shall be made immediately prior to the opening of business on the day following the date on which any such distribution is made, retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event that no such dividend or other distribution is so paid or made, the Per-Share Exercise Price shall again be adjusted to be the Per-Share Exercise Price which would then be in effect if such dividend or other distribution had not occurred. If the Board of Directors determines the fair market value of any distribution for purposes of this subsection (c) by reference to the actual or when-issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the current market price per share of Common Stock (determined as provided in subsection (e)). (d) In the case of any capital reorganization of the Company or reclassification of the Common Stock, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in the case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of the Warrant. Notice of any such reorganization, reclassification, consolidation, merger, exchange, sale or conveyance shall be mailed to the Holder not less than 30 days prior to such event. The above provisions of this subsection (d) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of the Warrant to be responsible for all of the agreements and obligations of the Company hereunder. (e) For the purpose of any computation under subsection (b) of Section 1, or subsection (b) or (c) of this section, the current market price per share of Common Stock on any date in question shall be deemed to be the average of the daily Closing Prices for the five (5) Trading Day period ending on the earlier of the day in question and, if applicable, the last Trading Day before the "ex" date with respect to the issuance or distribution requiring such computation; provided, however, that if more than one event occurs that would require an adjustment pursuant to subsections (a) through (d), inclusive, the Board of Directors shall in good faith make such adjustments to the Closing Prices during such five (5) Trading Day period as it reasonably deems appropriate to effectuate the intent of the adjustment provisions in this Section 3, in which case any such determination by the Board of Directors shall be conclusive unless the Holder shall within five (5) days of receipt of the Adjustment Certificate setting forth the adjustment made, request that the determination be made pursuant to the Appraisal Procedures. For purposes of this paragraph, the term "ex" date means the first date on which the shares of Common Stock trade regular way, without the right to receive such issuance or distribution, on the New York Stock Exchange or on such successor securities exchange as the shares of Common Stock may be listed on or in the relevant market from which the Closing Prices were obtained. (f) No adjustment in the Per-Share Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Per-Share Exercise Price; provided, however, that any adjustments which by reason of this subsection (g) are not required to be made shall be carried forward and taken into account in determining whether any subsequent adjustment shall be required. (g) If any action would require adjustment of the Per-Share Exercise Price pursuant to more than one of the provisions described above, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value to the Holder. (h) Except as stated above, the Per-Share Exercise Price will not be adjusted for the issuance of shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock, or carrying the right to purchase any of the foregoing. (i) In case the Company shall, by dividend or otherwise, declare or make a distribution on the shares of Common Stock referred to in Section 3(c), the Holder, upon the exercise thereof subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Per-Share Exercise Price adjustment in respect of such distribution, shall also be entitled to receive, for each share of Common Stock for which the Warrant is exercised, the portion of the evidences of indebtedness, shares of stock, assets, securities convertible into or exchangeable for any of its stock, or rights or warrants to subscribe for or purchase any of its securities (including fractions) so distributed with respect to each share of Common Stock; provided, however, that, at the election of the Company with respect to all Holders so exercising, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive unless the Holder shall, within five (5) days of receipt of the Adjustment Certificate setting forth the adjustment made, request that the determination be made pursuant to the Appraisal Procedures). If any exercise of a Warrant described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of shares of Common Stock which the Holder of a Warrant so exercised is entitled to receive in accordance with the immediately preceding sentence, the Company may elect to distribute to such Holder a due bill for the evidences of indebtedness, shares of stock, assets, securities convertible into or exchangeable for any of its stock, or rights or warrants to subscribe for or purchase any of its securities to which such Holder is so entitled, provided, that such due bill (a) meets any applicable requirements of the principal national securities exchange or other market on which the shares of Common Stock are then traded and (b) requires payment or delivery of such evidences of indebtedness, shares of stock, assets, securities convertible into or exchangeable for any of its stock, or rights or warrants to subscribe for or purchase any of its securities no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution. (j) Whenever the Per-Share Exercise Price is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Company shall promptly prepare a certificate signed by the chief financial officer or the treasurer setting forth the adjusted Per-Share Exercise Price and showing in reasonable detail the facts requiring such adjustment or modification and the manner of computing the same ("Adjustment Certificate") and cause copies of such certificate to be mailed to the Holder. (k) If the Board of Directors shall authorize and the Company shall declare any dividend or other distribution with respect to the Common Stock other than a distribution exclusively in cash, the Company shall mail notice thereof to the Holder not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (l) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of stock or other securities, the Board of Directors shall in good faith determine the allocation of the adjusted Per-Share Exercise Price between or among such classes of stock or other securities (whose determination shall be conclusive unless the Holder shall, within five (5) days of receipt of the Adjustment Certificate setting forth the adjustment made, request that the determination be made pursuant to the Appraisal Procedures). (m) Upon the expiration of any rights, options, warrants or conversion privileges with respect to the issuance of which an adjustment to the Per-Share Exercise Price had been made, if such shall not have been exercised, the Per-Share Exercise Price, to the extent this Warrant has not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) such shares of Common Stock, if any, that were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of increasing the Per-Share Exercise Price by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges. (n) Whenever the Per-Share Exercise Price is adjusted as provided pursuant to this Section 3, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be adjusted by multiplying such number of Warrant Shares immediately prior to such adjustment by a fraction, the numerator of which shall be the Per-Share Exercise Price immediately prior to such adjustment, and the denominator of which shall be the Per-Share Exercise Price immediately thereafter. (o) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Board of Directors shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants (whose determination shall be conclusive, unless the Holder shall, within five (5) days of receipt of the Adjustment Certificate setting forth the adjustment made, request that the determination be made pursuant to the Appraisal Procedures) and shall promptly make the adjustments described therein. 4. Put Right. If, at any time during the period commencing on March 8, 2004 and expiring on March 8, 2005, (a) the average daily per-share Closing Price of the Common Stock (the "Average Price") during any period of ninety (90) consecutive Trading Days preceding and including the date of measurement (the "Measurement Date") is greater than the Per-Share Exercise Price in effect on the Measurement Date (the "Measurement Date Exercise Price"), and (b) the number of shares of Common Stock held by stockholders other than the shares of Common Stock held by CT Management Stockholders and the Associated Stockholders as of the close of business on the Measurement Date is less than twenty-five million (25,000,000) (as adjusted for any stock dividend, stock split, combination or similar recapitalization), then the Initial Holder and/or any Related Holder(s), as the case may be (and not any other Holder) shall have the right (the "Put Right") to require the Company to purchase, subject to the following sentence, the Warrant(s), in whole or in part, held by the Initial Holder and/or the Related Holder. If the Initial Holder and/or any Related Holder, as the case may be, elect(s) to exercise the Put Right, then such Holder(s) shall surrender this Warrant to the Company at the address set forth in Section 11 hereof, accompanied by written notice (the "Put Notice") to the Company of the election of the Holder(s) to require the purchase of the Warrant(s) or a part thereof as specified in the Put Notice (any such part to be expressed in terms of a portion of the number of whole Warrant Shares corresponding to the portion of the Warrant(s) to be purchased) (the "Put Portion") and the Company shall, within sixty (60) days after the Put Notice is given, either as determined in its sole discretion: (x) purchase the Put Portion at the Put Purchase Price and, if only a part of a Holder's Warrant is purchased pursuant to an exercise of the Put Right, issue and deliver to such Holder a new Warrant covering the balance of the shares remaining subject to this Warrant (i.e., those Warrant Shares not included in the Put Portion) and setting forth the proportionate part of the Aggregate Exercise Price applicable to such balance of Warrant Shares; or (y) elect not to purchase the Put Portion and provide written notice to such Holder that the Exercise Period shall be extended to continue until March 8, 2008 whereupon this Warrant may continue to be exercised through such date without any further action by the Company or such Holder. If the Company elects not to purchase the Put Portion pursuant to clause (y) of the foregoing sentence, the Company shall issue and deliver to such Holder a new Warrant reflecting the extended Exercise Period and the Put Right governed in this Section 4 shall terminate and be of no further force and effect without any further action by the Company or such Holder. The "Put Purchase Price" shall be the amount equal to the product obtained by multiplying (x) the amount by which the Average Price exceeds the Measurement Date Exercise Price and (y) the number of shares of Common Stock for which the Put Portion is exercisable as of the date the Put Notice is given. The Company may elect to pay the Put Purchase Price in cash or in the form of an assignment of the Company's Interest(s) in the Fund(s) or Fund Control Persons, or in any combination of cash and such an assignment, with an aggregate value equal to the Put Purchase Price. The fair market value of any Interest(s) in the Fund(s) or Fund Control Person(s) to be assigned in accordance with the foregoing shall be determined in accordance with the Appraisal Procedures. The Company shall, in connection with any assignment(s) of such Interest(s), execute and deliver written assignment(s) and any additional documents requested by such exercising Holder to complete, confirm or perfect the assignment of the assigned Interests. 5. Acceleration of Exercise Period. Notwithstanding the provisions of Section 1, prior to the commencement of the Exercise Period, this Warrant may be exercised in whole or part immediately upon the date of commencement of a third party tender offer for more than 33% of the shares of Common Stock outstanding on the date of commencement of such tender offer. 6. Fully Paid Stock; Taxes. The shares of the Common Stock represented by each and every certificate for Warrant Shares delivered upon the exercise of this Warrant shall at the time of such delivery, be duly authorized, validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights or rights of first refusal. The Company shall pay all documentary, stamp or similar taxes and other similar governmental charges that may be imposed with respect to the issuance or delivery of any shares of Common Stock upon exercise of the Warrants (other than income taxes); provided, however, that if the shares of Common Stock are to be delivered in a name other than the name of the Holder or any Related Holder, no such delivery shall be made unless the person requesting the same has paid to the Company the amount of transfer taxes or charges incident thereto, if any. 7. HSR. To the extent required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") following any exercise or exchange of this Warrant pursuant to subsections (a) or (b) of Section 1 by the Holder and prior to the issuance and delivery of the certificates for the shares of Common Stock required thereby, the Company and the Holder shall cooperate in the preparation of, and file with the United States Federal Trade Commission and the United States Department of Justice, the notification and report form required for such and any supplemental or additional information which may be reasonably requested in connection therewith pursuant to the HSR Act and shall comply in all material respects with the requirements of the HSR Act. The fees to be paid in connection with any such filing under the HSR Act shall be paid by the Holder. 8. Transfer; Etc. (a) This Warrant may be transferred by execution of the form of assignment attached hereto or a substantially equivalent assignment form. Until this Warrant is transferred on the books of the Company, the Company may treat the registered Holder of this Warrant as he or it appears on the Company's books at any time as the Holder for all purposes. The Company shall permit any Holder of a Warrant or his duly authorized attorney, upon written request during ordinary business hours, to inspect and copy or make extracts from its books showing the registered holders of Warrants. (b) This Warrant may not be sold, transferred, assigned or hypothecated by the Holder except in compliance with the provisions of the Securities Act of 1933 and the applicable state securities "blue sky" laws, and is so transferable only upon the books of the Company which it shall cause to be maintained for such purpose. (c) All Warrants issued upon the transfer or assignment of this Warrant or part thereof or upon a partial exercise, exchange or purchase of this Warrant will be dated the same date as this Warrant, and all rights of the holder thereof shall be identical to those of the Holder. 9. Loss, etc., of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 10. Warrant Holder Not Stockholder. This Warrant does not confer upon the Holder any right to vote on or consent to or receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, nor any other rights or liabilities as a stockholder, prior to the exercise hereof; this Warrant does, however, require certain notices to the Holder as set forth herein. 11. Communication. Any notice or other communication to be given hereunder shall be given by hand delivery, by overnight carrier, in each case at the addresses set forth in this section, and shall be deemed to have been given when received. The Company or the Holder may change its address for receiving notices by giving written notice of such change to the other. If to the Company, to: Capital Trust, Inc. 605 Third Avenue, 26th Floor New York, New York 10016 Attn: Chief Financial Officer If to the Holder, to: Travelers General Real Estate Mezzanine Investments II, LLC 205 Columbus Blvd., 9PB Hartford, CT 06183-2030 Attn: Duane Nelson, Esq. Real Estate Investment Number: 12833 12. Headings. The headings of this Warrant have been inserted as a matter of convenience and shall not affect the construction hereof. 13. Applicable Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law thereof. 14. Amendment, Waiver, etc. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought; provided, however, that any provisions hereof may be amended, waived, discharged or terminated upon the written consent of the Company and the majority in interest of the Holders. 15. Certain Definitions. "Appraisal Procedures" has the meaning set forth in the Venture Agreement. "Associated Stockholders" has the meaning set forth in the Venture Agreement. "Board of Directors" means the board of directors of the Company. "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). "CT Management Stockholders" has the meaning set forth in the Venture Agreement. "Fund" has the meaning set forth in the Venture Agreement. "Fund Control Person" has the meaning set forth in the Venture Agreement. "Initial Holder" means CT-F1, LLC, a Delaware limited liability company. "Interest" means (i) rights to distributions from the Fund(s), including but not limited to, the "carried interest" or "promote," and (ii) rights to management fees. "Related Holder(s)" means any Holder who is Citigroup Inc. or any of its direct or indirect wholly owned entities or Travelers Property Casualty Corp. or any of its direct or indirect wholly owned entities. "Trading Day" means a day on which any securities are traded on the national securities exchange or quotation system used to determine the Closing Price. "Venture Agreement" means that certain venture agreement, dated as of the date hereof, by and between the Company, CT-F1, LLC, a Delaware limited liability company, CT-F2-GP, LLC, a Delaware limited liability company, CT-F2-LP, LLC, a Delaware limited liability company, CT Investment Management Co., LLC, a Delaware limited liability company, Travelers Limited Real Estate Mezzanine Investments I, LLC, a Delaware limited liability company, Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company and Travelers Limited Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed this 9th day of April, 2001. CAPITAL TRUST, INC. By: -------------------------------- Edward L. Shugrue III Managing Director, Chief Financial Officer and Treasurer SUBSCRIPTION The undersigned, ___________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase _________________ shares of the Common Stock, par value $.01 per share, of Capital Trust, Inc. covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant. Dated:_______________ Signature:___________________________ Address:____________________________ ASSIGNMENT FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers unto ____________________ the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _____________________, attorney, to transfer said Warrant on the books of Capital Trust, Inc. Dated:_______________ Signature:__________________________ Address:____________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED _______________ hereby assigns and transfers unto ____________________ the right to purchase _______ shares of Common Stock, par value $.01 per share, of Capital Trust, Inc. covered by the foregoing Warrant, and a proportionate part of said Warrant and the rights evidenced thereby, and does irrevocably constitute and appoint ____________________, attorney, to transfer such part of said Warrant on the books of Capital Trust, Inc. Dated:_______________ Signature:__________________________ Address:____________________________ EX-99.M 11 0011.txt EXHIBIT M Promissory Note of Fund II THIS NOTE IS NOT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SELLER AGREES FOR THE BENEFIT OF THE PURCHASER THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) TO THE PURCHASER, (2) TO A PERSON WHO THE PURCHASER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER THAT IS AWARE THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. PROMISSORY NOTE (Non-Negotiable) $964,992 April 9, 2001 FOR VALUE RECEIVED, the undersigned, TRAVELERS GENERAL REAL ESTATE MEZZANINE INVESTMENTS II, LLC, a Delaware limited liability company ("Purchaser"), HEREBY PROMISES TO PAY to the order of CT MP II LLC, a Delaware limited liability company (the "Seller"), at the Seller's principal place of business, the principal sum of nine-hundred-and-sixty-four thousand, nine-hundred-and-ninety-two dollars ($964,992). The principal amount hereof shall be paid from, and at the time of, any payments to the Seller by the Purchaser pursuant to Article IV of that certain limited liability company agreement of the Seller (the "LLC Agreement") dated March 8, 2000 between the Purchaser and CT-F2-GP, LLC, a Delaware limited liability company. Recourse on this Note shall be limited to the Purchaser's obligations to make future contributions pursuant to the LLC Agreement. Principal shall be payable in lawful money of the United States of America in immediately available funds. Purchaser hereby waives presentment, demand, protest, notice of dishonor, notice of nonpayment, notice of protest and diligence in collection, and assents to the terms hereof and to any extension or postponement of the time for payment or any other indulgence. If this Note becomes mutilated and is surrendered by the Seller with respect thereto to the Purchaser, or if Seller claims that the Note has been lost, destroyed or wrongfully taken, the Purchaser shall execute and deliver to Seller a replacement Note, upon the affidavit of Seller attesting to such loss, destruction or wrongful taking with respect to the Note and the lost, destroyed, mutilated, surrendered or wrongfully taken Note shall be deemed to be canceled for all purposes hereof. Such affidavit shall be accepted as satisfactory evidence of the loss, wrongful taking or destruction thereof and no indemnity shall be required as a condition of the execution and delivery of a replacement Note. Any costs and expenses of the Purchaser in replacing this Note shall be for the account of Seller. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PURCHASER AND SELLER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK COUNTY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE. EACH OF THE SELLER AND PURCHASER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PURCHASER AND SELLER HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY MAIL RETURN RECEIPT REQUESTED OR HAND DELIVERY. NOTHING IN THIS NOTE WILL AFFECT THE RIGHT OF PURCHASER OR SELLER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE SELLER AND THE PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE AND TO THE FULLEST EXTENT PERMITTED BY LAW WAIVES ANY RIGHTS THAT IT MAY HAVE TO CLAIM OR RECEIVE CONSEQUENTIAL OR SPECIAL DAMAGES IN CONNECTION WITH ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. This Note may not be amended or modified, nor may any provision hereof be waived, orally, by course of dealing or otherwise, unless such amendment, modification or waiver shall be in writing and duly executed by the holder hereof. This Note shall be governed by and construed and enforced in accordance with the laws of the State of the New York without regard to principles of conflicts of laws. TRAVELERS GENERAL REAL ESTATE MEZZANINE INVESTMENTS II, LLC By: ------------------------------- Name: Title: Exhibit A to Promissory Note - -------------------------------------------------------------------------------- Date Revised Principal Balance Seller's Purchaser's Initial Initial - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EX-99.N 12 0012.txt EXHIBIT N Klopp 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 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 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 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 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 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 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. (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. 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: ---------------------------------------- Michael Watson Vice President JOHN R. KLOPP JRK INVESTMENT PARTNERSHIP LP By: John R. Klopp, its general partner John R. Klopp EX-99.O 13 0013.txt EXHIBIT O Crocker 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"), Douglas Crocker II ("Crocker"), Cindy McHugh ("McHugh") and Crocker-CT General Partnership, an Illinois general partnership ("CCTGP") (Crocker, McHugh and CCTGP 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 209,711 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 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, 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 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 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 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 or (ii) each Stockholder from pledging its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using 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, provided, that, if the aggregate fair market value of all of the collateral securing such loan or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General REMI II immediately following such 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. (d) For purposes of this Section 3, "fair market value" means the closing price on the date preceding the loan or margin transaction, and "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 of CT (the "CT Board") (or any committee duly authorized by the CT Board) for that purpose or, if not so available in such manner, as otherwise determined in good faith by the CT Board (or any committee duly authorized by the CT Board). 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 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 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 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 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. (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. 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: ---------------------------------------- Michael Watson Vice President DOUGLAS CROCKER II -------------------------------------------- CINDY McHUGH -------------------------------------------- CROCKER-CT GENERAL PARTNERSHIP By: Douglas Crocker II and Cindy McHugh, its general partners ---------------------------------------- Douglas Crocker II ---------------------------------------- Cindy McHugh EX-99.P 14 0014.txt EXHIBIT P Callahan 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"), Timothy H. Callahan and Meg Siegler Callahan (collectively, "Callahan"), Callahan-CT General Partnership, an Illinois general partnership ("CCTGP") (Callahan and CCTGP 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 229,711 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 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, 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 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 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 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 or (ii) each Stockholder from pledging its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using 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 provided, that, if the aggregate fair market value of all of the collateral securing such loan or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General REMI II immediately following such 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. (d) For purposes of this Section 3, "fair market value" means the closing price on the date preceding the loan or margin transaction, and "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 of CT (the "CT Board") (or any committee duly authorized by the CT Board) for that purpose or, if not so available in such manner, as otherwise determined in good faith by the CT Board (or any committee duly authorized by the CT Board). 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 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 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 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 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. (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. 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: ---------------------------------------- Michael Watson Vice President TIMOTHY H. CALLAHAN -------------------------------------------- MEG SIEGLER CALLAHAN -------------------------------------------- CALLAHAN-CT GENERAL PARTNERSHIP By: Timothy H. Callahan and Meg Siegler Callahan, its general partners ---------------------------------------- Timothy H. Callahan ---------------------------------------- Meg Siegler Callahan EX-99.Q 15 0015.txt EXHIBIT Q Dammeyer Stockholder Approval Agreement 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"), Rod F. Dammeyer and Diane N. Dammeyer (collectively, "Dammeyer") and DRD Family Partnership LP, an Illinois limited partnership ("DRD") (Dammeyer and DRD 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 209,711 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 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, 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 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 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 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 or (ii) each Stockholder from pledging its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using 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, provided, that, if the aggregate fair market value of all of the collateral securing such loan or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General REMI II immediately following such 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. (d) For purposes of this Section 3, "fair market value" means the closing price on the date preceding the loan or margin transaction, and "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 of CT (the "CT Board") (or any committee duly authorized by the CT Board) for that purpose or, if not so available in such manner, as otherwise determined in good faith by the CT Board (or any committee duly authorized by the CT Board). 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 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 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 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 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. (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. 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: ----------------------------------------- Michael Watson Vice President ROD F. DAMMEYER --------------------------------------------- DIANE N. DAMMEYER --------------------------------------------- DRD FAMILY PARTNERSHIP LP By: Rod F. Dammeyer and Diane N. Dammeyer ----------------------------------------- Rod F. Dammeyer ----------------------------------------- Diane N. Dammeyer EX-99.R 16 0016.txt EXHIBIT R Garrabant 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"), Gary R. Garrabrant ("Garrabrant") and GRG Investment Partnership LP, a Delaware limited partnership ("GRG") (Garrabrant and GRG 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 419,423 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 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, 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 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 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 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 or (ii) each Stockholder from pledging its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using 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, provided, that, if the aggregate fair market value of all of the collateral securing such loan or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General REMI II immediately following such 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. (d) For purposes of this Section 3, "fair market value" means the closing price on the date preceding the loan or margin transaction, and "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 of CT (the "CT Board") (or any committee duly authorized by the CT Board) for that purpose or, if not so available in such manner, as otherwise determined in good faith by the CT Board (or any committee duly authorized by the CT Board). 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 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 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 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 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. (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. 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: ---------------------------------------- Michael Watson Vice President GARY R. GARRABRANT -------------------------------------------- GRG INVESTMENT PARTNERSHIP LP By: Gary R. Garrabrant, its general partner --------------------------------------- Gary R. Garrabrant EX-99.S 17 0017.txt EXHIBIT S Hatkoff Stockholder Approval Agreement 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, 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 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. (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 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 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 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 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. 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: ---------------------------------------- Michael Watson Vice President CRAIG M. HATKOFF -------------------------------------------- CMH INVESTMENT PARTNERSHIP LP By: Craig M. Hatkoff, its general partner ---------------------------------------- Craig M. Hatkoff EX-99.T 18 0018.txt EXHIBIT T Rosenberg 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"), Sheli Z. Rosenberg and Burton X. Rosenberg (collectively, "Rosenberg") and Rosenberg-CT General Partnership, an Illinois general partnership ("RCTGP") (Rosenberg and RCTGP 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 419,423 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 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, 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 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 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 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 or (ii) each Stockholder from pledging its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using 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, provided, that, if the aggregate fair market value of all of the collateral securing such loan or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General REMI II immediately following such 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. (d) For purposes of this Section 3, "fair market value" means the closing price on the date preceding the loan or margin transaction, and "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 of CT (the "CT Board") (or any committee duly authorized by the CT Board) for that purpose or, if not so available in such manner, as otherwise determined in good faith by the CT Board (or any committee duly authorized by the CT Board). 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 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 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 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 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. (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. 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: ----------------------------------------- Michael Watson Vice President SHELI Z. ROSENBERG --------------------------------------------- BURTON X. ROSENBERG --------------------------------------------- ROSENBERG-CT GENERAL PARTNERSHIP By: Sheli Z. Rosenberg and Burton X. Rosenberg ----------------------------------------- Sheli Z. Rosenberg ----------------------------------------- Burton X. Rosenberg EX-99.U 19 0019.txt EXHIBIT U 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 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 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 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 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 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. 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. (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. 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: ---------------------------------------- Michael Watson Vice President SAMSTOCK, L.L.C. By: SZ Investments LLC, its sole member By: Zell General Partnership, Inc., its managing partner By: ------------------------------ Name: Title: EX-99.V 20 0020.txt EXHIBIT V 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 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, 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 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, 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 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 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. (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. 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: ------------------------------------------ Michael Watson Vice President VEQTOR FINANCE COMPANY, L.L.C. By: Zell General Partnership, Inc., its managing partner By: ---------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----