STARWOOD PROPERTY TRUST, INC.
(a Maryland corporation)
40,500,000 Shares of Common Stock
(Par Value $0.01 Per Share)
August 11, 2009
Merrill Lynch, Pierce, Fenner & Smith
4 World Financial Center
New York, New York 10080
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
as Representatives of the several Underwriters
Ladies and Gentlemen:
Starwood Property Trust, Inc., a Maryland corporation (the "Company") and SPT Management, LLC,
a Delaware limited liability company (the "Manager") each confirms its agreement with Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Deutsche Bank Securities Inc.
("Deutsche Bank") and Citigroup Global Markets Inc. ("Citigroup") and each of the other
Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also
include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill
Lynch, Deutsche Bank and Citigroup are acting as representatives (in such capacity, the
"Representatives"), with respect to the issue and sale by the Company and the purchase by the
Underwriters, acting severally and not jointly, of the respective numbers of shares of common
stock, par value $0.01 per share, of the Company ("Common Stock") set forth in said Schedule A,
representing 40,500,000 shares of Common Stock in the aggregate, and with respect to the grant by
the Company to the Underwriters, acting severally and not jointly, of the option described in
Section 2(b) hereof to purchase all or any part of 6,075,000 additional shares of Common Stock to
cover overallotments, if any. The aforesaid 40,500,000 shares of Common Stock (the "Initial
Securities") to be purchased by the Underwriters and all or any part of the 6,075,000 shares of
Common Stock subject to the option described in Section 2(b) hereof (the "Option Securities") are
hereinafter called, collectively, the "Securities."
The Company understands that the Underwriters propose to make a public offering of the
Securities as soon as the Representatives deem advisable after this Agreement has been executed and
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