SATISFACTION, TERMINATION AND
RELEASE AGREEMENT
This SATISFACTION, TERMINATION AND RELEASE
AGREEMENT (this “ Agreement ”) is dated as of
April 6, 2009 between LEHMAN COMMERCIAL PAPER INC.
(“ Lender ”), having an address at 1271 Avenue
of the Americas, New York, NY 10020, and CAPITAL TRUST, INC.
(“ Borrower ”), having an address
at 410 Park Avenue, 14 th Floor,
New York, NY 10022.
RECITALS
WHEREAS, Lender and Borrower are parties to that
certain Amended and Restated Loan and Security Agreement, dated as
of September 10, 2008 (the “Loan
Agreement”);
WHEREAS, the parties have agreed and consented
to transfer to Lender all of Borrower’s right, title and
interest in the Collateral (as defined in the Loan Agreement) and
the Loan Documents (as defined in the Loan Agreement) in full
satisfaction of the Borrower’s Obligations; and
WHEREAS, each of the parties hereto desire to
terminate its respective right, title and interest in, to and under
the Loan Agreement, the Note (as defined in the Loan Agreement) and
the Loan Documents and to each release the other from all
obligations and liabilities under the Loan Agreement and Note 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 Loan Agreement.
(b) Lender
hereby proposes, and Borrower hereby consents, and Lender and
Borrower hereby acknowledge, that (i) pursuant to that certain
Assignment and Assumption Agreement dated the date hereof, Borrower
transferred to Lender, and Lender accepted, all of Borrower’s
right, title and interest in the Collateral (the “
Transfer ”) and (ii) the Transfer shall
unconditionally and fully satisfy the Borrower’s Obligations
in all respects, including, without limitation, Borrower’s
obligations to pay the outstanding principal amount of the Advance
and all other amounts owed to Lender under the Loan Agreement and
the Note and other Loan Documents. As such, Borrower
shall have no further rights with respect to the Collateral or
under the Loan Documents and no further obligations with respect to
the Obligations, and Lender shall be entitled to all
rights
