SATISFACTION, TERMINATION AND
RELEASE AGREEMENT
This SATISFACTION, TERMINATION AND RELEASE
AGREEMENT (this “ Agreement ”) is dated as of
February 25, 2009, between UBS REAL ESTATE SECURITIES INC.
(“ Buyer ”), having an address at
1285 Avenue of the Americas, New York, NY 10019, and CAPITAL TRUST,
INC. (“ Seller ”), having an
address at 410 Park Avenue, 14 th Floor, New York, NY 10022.
RECITALS
WHEREAS, Buyer and Seller are parties to that
certain Master Repurchase Agreement, dated as of October 30, 2007,
as supplemented by that certain Confirmation to Master Repurchase
Agreement, dated as of October 30, 2007 (collectively, the
“Repurchase Agreement” );
WHEREAS, by the Repurchase Agreement, Seller is
obligated to repurchase the Purchased Security at the Repurchase
Price on the Repurchase Date and, upon payment by Seller to Buyer
of the Repurchase Price, Buyer is obligated to deliver the
Purchased Security to Seller;
WHEREAS, Seller does not wish to repurchase the
Purchased Security and Buyer wishes to retain the Purchased
Security;
WHEREAS, Buyer has proposed, and Seller has
consented to transfer to Buyer, and Buyer unconditionally accept
and retain, all of Seller’s right, title and interest in the
Purchased Security, in full satisfaction of the Seller Obligations;
and
WHEREAS, each of the parties hereto desire to
terminate its respective right, title and interest in, to and under
the Repurchase Agreement and to each release the other from all
obligations and liabilities under the Repurchase Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the
foregoing premises and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by each of
the parties), the parties hereby agree as follows:
1.
Satisfaction, Termination and Release .
(a) Capitalized
terms used herein and not defined herein shall have the respective
meanings attributed thereto in the Repurchase Agreement.
(b) Buyer
hereby proposes, and Seller hereby consents, and Buyer and Seller
hereby acknowledge, that (i) Seller by this Agreement transfers to
Buyer, and Buyer unconditionally accepts and retains, all of
Seller’s right, title and interest in the Purchased Security
(the “ Transfer ”) and (ii) the Transfer shall
unconditionally and fully satisfy the Seller Obligations in all
respects, including, without limitation, Seller’s obligations
to pay the Repurchase Price and all other amounts owed to Buyer
under the Repurchase Agreement and other Repurchas
