Exhibit 10.12
SHAREHOLDER AGREEMENT
This SHAREHOLDER AGREEMENT, dated as of June 15, 1999 (this "Agreement"),
is made and entered into among TriNet Corporate Realty Trust, Inc., a Maryland
corporation ("Company") and each of the shareholders of Starwood Financial
Trust, a Maryland real estate investment trust ("Starwood"), listed on the
signature page of this Agreement (each, individually, a "Shareholder" and
together, the "Shareholders").
RECITALS:
A. Starwood, ST Merger Sub, Inc., a Maryland corporation and wholly-owned
subsidiary of Starwood ("Merger Sub"), and Company are, simultaneously herewith,
entering into an Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"), pursuant to which Merger Sub will merge with and into
Company (the "Merger") on the terms and subject to the conditions set forth in
the Merger Agreement and, as a result (and after giving effect to the
Incorporation Merger and the Advisor Transaction (each as defined in the Merger
Agreement)), Company will become a wholly-owned Subsidiary of Starwood
Financial, Inc. (or, in connection with Section 1.7 of the Merger Agreement, of
Starwood), a Maryland corporation ("New Starwood"), Starwood's
successor-in-interest. Except as otherwise defined herein, capitalized terms
used herein without definition have the respective meanings ascribed to them in
the Merger Agreement.
B. As of the date hereof, each Shareholder beneficially owns and is
entitled to vote (or to direct the voting of) the number of Class A shares of
beneficial interest, par value $1.00 per share ("Class A Shares"), of Starwood
and the number of Class B shares of beneficial interest, par value $.01 per
share, of Starwood ("Class B Shares," and, together with the Class A Shares, the
"Starwood Shares") set forth opposite such Shareholder's name on Annex A hereto
(such Starwood Shares, together with any other Starwood Shares or other equity
or voting interests in Starwood the beneficial ownership of which is hereafter
acquired by such Shareholder and any shares of common stock of New Starwood or
other equity interests of New Starwood into which such Starwood Shares or other
equity or voting interests are converted, are collectively referred to herein as
such Shareholder's "Subject Shares").
C. As a condition and inducement to Company's willingness to enter into
the Merger Agreement, Company has requested that each Shareholder agree, and
each Shareholder has agreed, to enter into this Agreement and to irrevocably
grant to Company an irrevocable proxy in the form attached hereto as Exhibit A
(each a "Proxy").
D. Simultaneously with the execution and delivery of this Agreement, each
Shareholder has irrevocably granted Company a Proxy to vote its shares in a
manner consistent with the covenants set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
VOTING OF SUBJECT SHARES
Section 1.1 Agreement to Vote Subject Shares. At any meeting of the
shareholders of Starwood called to consider and vote upon the approval of the
Advisor Transaction or the Merger or adoption of the Advisor Transaction
Agreement or the Merger Agreement or the issuance of Starwood Shares to the
shareholders of Company pursuant to the Merger or to the Shareholders, the
stockholders of STW Holdings I, Inc., a Delaware corporation ("Advisor"), the
members of Starwood Capital Group, L.L.C., a Delaware limited liability company
("SCG") and/or SCG pursuant to the Advisor Transaction (including any and all
postponements and adjournments thereof), and in connection with any action to be
taken in respect of the adoption of the Advisor Transaction Agreement or the
Merger Agreement or approval of the issuance of Starwood Shares to the
shareholders of the Company pursuant to the Merger or to the Shareholders, the
stockholders of Advisor, the members of SCG and/or SCG pursuant to the Advisor
Transaction by written consent of the shareholders of Starwood, each Shareholder
shall vote or cause to be voted (including by written consent, if applicable)
all of such Shareholder's Subject Shares in favor of the approval and adoption
of the Advisor Transaction Agreement, the Merger Agreement and the issuance of
Starwood Shares to the shareholders of Company pursuant to the Merger and to the
Shareholders, the stockholders of Advisor, the members of SCG and/or SCG
pursuant to the Advisor Transaction and in favor of any other matter necessary
for the consummation of the transactions contemplated by the Advisor Transaction
Agreement and the Merger Agreement and considered and voted upon at any such
meeting or made the subject of any such written consent, as applicable. At any
meeting of the shareholders of Starwood called to consider and vote upon any
Adverse Proposal (as defined below) (and at any and all postponements and
adjournments thereof), and in connection with any action to be taken in respect
of any Adverse Proposal by written consent of shareholders of Starwood, each
Shareholder shall vote or cause to be voted (including by written consent, if
applicable) all of such Shareholder's Subject Shares against such Adverse
Proposal. For purposes of this Agreement, the term "Adverse Proposal" means any
(a) proposal or action that would reasonably be expected to result in a breach
of any covenant, representation or warranty of Starwood set forth in the
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Advisor Transaction Agreement or the Merger Agreement or (b) proposal or action
that is intended or would reasonably be expected to impede, interfere with,
delay or materially and adversely affect the Advisor Transaction, the Merger or
any of the other transactions contemplated by the Merger Agreement, the
Incorporation Merger Agreement, the Advisor Transaction Agreement or this
Agreement.
Section 1.2 Actions Regarding Former Company Directors. Each
Shareholder agrees that it will not vote or cause to be voted its Subject
Shares, at any special or annual meeting of the shareholders of Starwood or New
Starwood (including any postponement or adjournment thereof) or in connection
with any action to be taken by written consent of the shareholders of Starwood
or the stockholders of New Starwood, in favor of (and shall vote such Subject
Shares against) any of the following actions:
(a) the removal (other than for cause) of any of the persons
listed on Schedule I to this Agreement (collectively, the "Class T Directors")
as a director of New Starwood at any time prior to the date on which such person
shall have served as a member of the Board of Directors through the expiration
of such member's initial term; or
(b) the amendment of the Charter of New Starwood changing the
classification or term of service of directors of New Starwood in any manner
that would shorten the initial term to be served by any Class T Director on the
Board of Directors of New Starwood.
Section 1.3 Actions to be Taken if the Incorporation Merger does not
Occur. If the Incorporation Merger does not occur prior to or on the Closing
Date, the Shareholders, prior to or on the Closing Date, shall cause (either by
a vote of the shareholders of the Company at a general or special meeting of the
Company or by written consent) Starwood to amend its declaration of trust and
bylaws in the manner provided by Maryland law to substantially conform such
declaration of trust and bylaws, to the extent permitted by applicable Maryland
law governing Maryland's real estate investment trusts, to the forms of charter
and bylaws of New Starwood, respectively, set forth as Exhibits J and K to the
Merger Agreement, including, without limitation, to eliminate the Starwood Class
B Common Shares and cause the conversion of all Starwood Class B Common Shares
into Starwood Class A Common Shares on the basis of 49 Starwood Class B Common
Shares for one Starwood Class A Common Shares.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Certain Representations and Warranties of the
Shareholders. Each Shareholder, severally and not jointly, represents and
warrants as of the date hereof to Company as follows:
(a) Ownership. Such Shareholder is the sole record and
beneficial owner of the number of Starwood Shares set forth opposite such
Shareholder's name on Annex A hereto and has full, unrestricted and sole power
to dispose of and to vote such Starwood Shares, except, in the case of SOFI-IV
SMT Holdings, L.L.C., a Delaware limited liability company ("SMT"), as such
power may be limited by the exercise of the rights of foreclosure, sale and
other realization upon security with respect to the Starwood Shares held by SMT
(the "SMT Shares") pursuant to the lien of General Electric Capital Corporation,
a New York corporation ("GECC"), and its successors and assigns (collectively,
together with GECC, the "GECC Parties") granted pursuant to the Pledge and
Security Agreement, Facility B (the "GECC Pledge Agreement"), dated as of May
27, 1999, among SMT, Starwood Opportunity Fund IV, L.P., a Delaware limited
partnership ("SOF-IV LP"), certain pledgors named therein and GECC and the
related Credit and Guaranty Agreement (the "GECC Credit Agreement"), dated as of
May 27, 1999, by and among SMT, SOF-IV LP, certain guarantors named therein and
GECC. Such Starwood Shares are now, and at all times prior to the Closing Date
will be, held by such Shareholder, or by a nominee or custodian for the benefit
of such Shareholder, free and clear of all liens, voting trusts or agreements,
powers of attorney, proxies or any other arrangement or agreement with any
person or entity limiting or affecting the Shareholders' legal power or
authority to vote or sell the Starwood Shares, except for those restrictions
arising hereunder or under the Proxy delivered by such Shareholder or set forth
under applicable securities laws and except, in the case of SMT, for the lien on
the SMT Shares granted to the GECC Parties pursuant to the GECC Pledge Agreement
and the conditional rights to the SMT Shares granted to the GECC Parties in
Article 5(b) of the GECC Pledge Agreement upon the occurrence of an "Event of
Default" or "Additional Acceleration Event" under the GECC Credit Agreement.
Except as set forth in Annex A hereto and except with respect to the issuance of
(i) additional Class B Shares in accordance with the Declaration of Trust of
Starwood, (ii) additional Class A Shares upon the conversion of Class B Shares,
(iii) additional Class A Shares upon the exercise of outstanding options and
(iv) additional Class A Shares pursuant to the Stock Dividend (as defined in the
Merger Agreement), such Shareholder does not beneficially own or hold any rights
to acquire any additional securities of Starwood on the date hereof other than
such Starwood Shares.
(b) Power and Authority; Execution and Delivery. Such
Shareholder has all requisite power and authority to enter into this Agreement
to grant the Proxy and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the Proxy by such Shareholder and
the consummation by such Shareholder of the transactions contemplated hereby
have been duly authorized by all necessary action, if any, on the part of such
Shareholder. This Agreement and the Proxy have been duly executed and delivered
by such Shareholder and, assuming
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that this Agreement constitutes the valid and binding obligation of the other
parties hereto, each of this Agreement and the Proxy constitutes a valid and
binding obligation of such Shareholder, enforceable against such Shareholder in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and to general principles of equity.
The Proxy is an irrevocable proxy, coupled with an interest, and Company shall,
by operation of the Proxy, have the power to vote such Shareholder's Subject
Shares in accordance with, and as contemplated by, Section 1.1 and by the terms
of the Proxy, except, with respect to SMT, that the GECC Parties may be entitled
to exercise voting and consensual rights with respect to the SMT Shares pursuant
to Article 5(b) of the GECC Pledge Agreement upon the occurrence of an "Event of
Default" or "Additional Acceleration Event" under the GECC Credit Agreement.
(c) No Conflicts. The execution and delivery of this Agreement
or of the Proxy does not, and the consummation of the transactions contemplated
hereby and compliance with the provisions hereof will not, conflict with, result
in a breach or violation of or default (with or without notice or lapse of time
or both) under, or give rise to a material obligation, a right of termination,
cancellation, or acceleration of any obligation or a loss of a material benefit
under, or require notice to or the consent of any person under any
organizational documents of such Shareholder or any agreement, instrument,
undertaking, Law, judgment, order, injunction, decree, determination or award
binding on such Shareholder, other than any such conflicts, breaches,
violations, defaults, obligations, rights or losses that, individually or in the
aggregate, would not reasonably be expected to (i) impair the ability of such
Shareholder to perform such Shareholder's obligations under this Agreement or
(ii) prevent or delay the consummation of any of the transactions contemplated
hereby.
(d) Other Proxies Revoked. Any proxies (other than the Proxy)
heretofore given in respect of such Shareholder's Subject Shares are not
irrevocable and all such proxies are hereby revoked, except, with respect to
SMT, that the GECC Parties may be entitled to exercise voting and consensual
rights with respect to the SMT Shares pursuant to Article 5(b) of the GECC
Pledge Agreement upon the occurrence of an "Event of Default" or "Additional
Acceleration Event" under the GECC Credit Agreement.
ARTICLE III
CERTAIN COVENANTS
Section 3.1 Certain Covenants of Shareholders.
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(a) Restriction on Transfer of Subject Shares, Proxies and
Noninterference. No Shareholder shall, prior to the Closing Date, directly or
indirectly: (A) (i) except pursuant to the terms of this Agreement, (ii) except
for the conversion of Subject Shares at the Effective Time under the
Incorporation Merger Agreement or the Advisor Transaction and (iii) except, with
respect to SMT, for a transfer or sale of the SMT Shares in connection with a
foreclosure or other realization upon security under the GECC Pledge Agreement,
offer for sale, sell, transfer, pledge, tender, encumber, assign or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale, transfer,
tender, encumbrance, assignment or other disposition of, any or all of such
Shareholder's Subject Shares; (B) (i) except pursuant to the terms of this
Agreement, (ii) except for the execution and delivery of the Proxy and (iii)
except, with respect to SMT, for the right of the GECC Parties to exercise
voting, consensual, foreclosure or other realization rights with respect to the
SMT Shares pursuant to Article 5(b) of the GECC Pledge Agreement upon the
occurrence of an "Event of Default" or "Additional Acceleration Event" under the
GECC Credit Agreement, grant any proxies or powers of attorney, deposit any of
such Shareholder's Subject Shares into a voting trust or enter into a voting
agreement with respect to any of such Shareholder's Subject Shares; or (C) take
any action that would reasonably be expected to make any representation or
warranty contained herein untrue or incorrect or, except with respect to SMT for
the exercise by the GECC Parties of voting, consensual, foreclosure or other
realization rights with respect to the SMT Shares pursuant to Article 5(b) of
the GECC Pledge Agreement upon the occurrence of an "Event of Default" or
"Additional Acceleration Event" under the GECC Credit Agreement, have the effect
of impairing the ability of such Shareholder to perform such Shareholder's
obligations under this Agreement or preventing or delaying the consummation of
any of the transactions contemplated hereby or revoke or invalidate the Proxy;
provided, however, that a Shareholder may pledge its Subject Shares to a lender
in order to effect a bona-fide loan or financing transaction with such lender
(an "Exempt Transaction"), and such lender may foreclose upon or sell such
pledged Subject Shares so long as (i) such Exempt Transaction is not intended to
circumvent the transfer restrictions of this Section 3.1(a) and (ii) the
documentation relating to such Exempt Transaction provides that any party
acquiring such pledged Subject Shares in connection with such Exempt Transaction
will, upon acquiring such pledged Subject Shares, become a party to this
Agreement as a holder of Subject Shares and issue to Company a proxy
substantially in the form of the Proxy, except that any party acquiring any SMT
Shares in connection with a foreclosure, sale or other realization upon security
under the GECC Pledge Agreement shall not be required to become a party to this
Agreement or issue a proxy to Company. For the avoidance of doubt, the
transactions entered into by SMT under the GECC Credit Agreement and the GECC
Pledge Agreement are acknowledged hereby as transactions not intended to
circumvent the restrictions of this Section 3.1(a).
(b) Reliance by Company; Cooperation. The Shareholder
understands and acknowledges that Company is entering into the Merger Agreement
in
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reliance upon the Shareholders' execution and delivery of this Agreement and the
Proxy. Each Shareholder shall cooperate fully with Starwood and Company in
connection with the respective reasonable best efforts of Starwood and Company
to fulfill the conditions to the Merger set forth in Article VI of the Merger
Agreement.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Fees and Expenses. Each party hereto shall pay its own
expenses incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby.
Section 4.2 Indemnification. Each Shareholder jointly and severally
shall indemnify and hold harmless Company and its directors, officers,
employees, affiliates, successors and assigns from and against any and all
losses, lawsuits, liabilities (including, without limitation, liability arising
under principles of strict or joint and several liability), damages (including,
without limitation, such amounts as constitute punitive damages), deficiencies,
demands, claims (including, without limitation, demands, allegations, orders or
other actions by governmental agencies or other third parties), actions,
judgments or causes of action, assessments, costs, all amounts paid in
investigation, defense or settlement of any of the foregoing and expenses
(including, without limitation, interest, penalties and reasonable attorneys'
fees and disbursements or other third party claims) based upon, arising out of
or otherwise in connection with any inaccuracy in, or any breach of, any
representation, warranty, covenant or agreement of such Shareholder in this
Agreement.
Section 4.3 Amendment; Termination. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties hereto. This Agreement shall terminate immediately upon the termination
of the Merger Agreement in accordance with its terms. In addition, this
Agreement may be terminated (i) prior to the Effective Time, by mutual written
consent of Company and the Shareholders and (ii) following the Effective Time,
by the mutual written consent of New Starwood (as Starwood's successor in
interest), the Shareholders and a majority of the Class T Directors (as
beneficiaries hereof). In the event of termination of this Agreement pursuant to
this Section 4.3, this Agreement shall become null and void and of no effect
with no liability on the part of any party hereto and all Proxies shall
automatically terminate; provided, however, that no such termination shall
relieve any party hereto from any liability for any breach of this Agreement
occurring prior to such termination, and provided further that the
representations and warranties set forth in Section 2.1 shall survive the
termination of this Agreement. All covenants and agreements which contemplate
performance after the Effective Time shall survive the Effective Time.
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Section 4.4 Extension, Waiver. Any agreement on the part of a party
to waive any provision of this Agreement, or to extend the time for any
performance hereunder, shall be valid only if set forth in an instrument in
writing signed on behalf of such party. The failure of any party to this
Agreement to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of such rights.
Section 4.5 Entire Agreement; No Third-Party Beneficiaries. This
Agreement constitutes the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement, and subject to the succeeding proviso, is not
intended to confer upon any person other than the parties any rights or
remedies; provided, however, that this Agreement is intended to be for the
benefit of and shall be enforceable by any Class T Director.
SECTION 4.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS OF
THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF
LAWS THEREOF, EXCEPT TO THE EXTENT THAT THIS AGREEMENT IS REQUIRED TO BE
GOVERNED BY THE LAWS OF THE STATE OF MARYLAND.
Section 4.7 Notices. All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be
deemed given if delivered personally, by hand delivery or telecopy (with a
confirmation copy sent for next day delivery via courier service, such as
Federal Express), or sent by overnight courier, such as Federal Express
(providing proof of delivery). All communications hereunder shall be delivered
to the respective parties at the following addresses:
If to the Shareholders:
to the address set forth on Annex A hereto.
with copies to:
Katten, Muchin & Zavis
000 X. Xxxxxx Xx. #0000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxx, Xxxxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
If to Company:
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Trinet Corporate Realty Trust, Inc.
Xxx Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, Esq.
Telecopy: (000) 000-0000
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000
Section 4.8 Assignment. Subject to the terms of the GECC Pledge
Agreement and the GECC Credit Agreement, neither this Agreement nor any of the
rights, interests or obligations under this Agreement may be assigned or
delegated, in whole or in part, by operation of law or otherwise, by any
Shareholder without the prior written consent of Company, or by Company without
the prior written consent of the Shareholders and any such assignment or
delegation that is not consented to shall be null and void. Subject to the
preceding sentence, and to the terms of the GECC Pledge Agreement, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by,
the parties and their respective successors and assigns (including, without
limitation, any person to whom any Subject Shares are sold, transferred or
assigned).
Section 4.9 Further Assurances. Each Shareholder shall execute and
deliver such other documents and instruments and take such further actions as
may be necessary or appropriate or as may be reasonably requested by Company or
any Class T Director in order to ensure that Company and each Class T Director
receives the full benefit of this Agreement.
Section 4.10 Enforcement. Irreparable damage 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. Accordingly,
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 the federal court of the United States located in the State
of New York, this being in addition to any other remedy to which they are
entitled at law or in equity. Each of the parties hereto (i) shall submit itself
to the jurisdiction of the federal courts of the United States of America
located in the State of New York in the event any dispute arises out of this
Agreement or any of the transactions contemplated hereby, (ii) shall not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court, and (iii) shall not bring any action relating to this
Agreement or any of the
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transactions contemplated hereby in any court other than the federal courts of
the United States of America located in the State of New York.
Section 4.11 Severability. Whenever possible, each provision or
portion of any provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law but if any provision or
portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement shall be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.
Section 4.12 No Personal Liability. No partner or member in a
Shareholder shall have any individual or personal liability on account of this
Agreement, and no officer, director, member, shareholder or partner of such
partner or member shall have any individual or personal liability on account of
this Agreement unless, in either case, such Person has executed an instrument in
writing stating that it wishes to be bound hereby as a Shareholder. For the
avoidance of doubt, no negative or deficit capital accounts shall be considered
to be assets of a Shareholder or other Person, and no obligation of a partner or
member to contribute capital or make loans shall be considered such an asset.
Section 4.13 GECC. It is agreed (a) that nothing contained in this
Agreement, in the Proxy or in any other document executed and delivered pursuant
to this Agreement is binding upon the GECC Parties, as secured parties under the
GECC Pledge Agreement, or upon any person who acquires the SMT Shares pursuant
to the exercise of the foreclosure, other realization or sale rights and
remedies under the GECC Pledge Agreement, GECC Credit Agreement or applicable
law; and (b) that the Proxy with respect to the SMT Shares shall be
automatically revoked upon the acquisition of the SMT Shares pursuant to the
exercise of such rights and remedies. In the event of any conflict under this
Agreement, the provisions of this Section 4.13 shall control.
Section 4.14 Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same instrument
and shall become effective when one or more counterparts have been signed by
each party and delivered to the other parties.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
signed as of the day and year first written above.
TRINET CORPORATE REALTY TRUST, INC.
By: _______________________________________
Name: Xx. Xxxxxx X. Xxxxxx, Xx.
Title: Chairman and Chief Executive Officer
SHAREHOLDERS:
STARWOOD MEZZANINE INVESTORS, L.P.
By: Starwood Capital Group I, L.P.
(General Partner)
By: BSS Capital Partners, L.P.
(General Partner)
By: Sternlicht Holdings II, Inc.
(General Partner)
By: _______________________________________
Name:
Title:
00
XXXX-XX XXX XXXXXXXX, X.X.X.
By: Starwood Opportunity Fund IV, L.P.
(Managing Member)
By: SOFI IV Management, L.L.C.
(General Partner)
By: Starwood Capital Group, L.L.C.
(General Partner)
By: _______________________________________
Name:
Title:
13
B HOLDINGS, L.L.C.
By: _______________________________________
Name:
Title:
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ANNEX A
Total Number of
Company Shares of
Name and Address of Shareholder Starwood Common Stock Owned
------------------------------- ---------------------------
Class A Class B
------- -------
STARWOOD MEZZANINE 10,759,890 --
INVESTORS, L.P.
c/o Starwood Capital Group, L.P.
Three Pickwick Plaza, Suite 250
Greenwich, CT 06830
Attention: Xxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
SOFI-IV SMT HOLDINGS, L.L.C. 41,079,912 --
c/o SOFI IV Management, L.L.C.
Three Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
B HOLDINGS, L.L.C. -- 26,235,475
c/o Starwood Capital Group, L.P.
Three Pickwick Plaza, Suite 250
Greenwich, CT 06830
Attention: Xxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
SCHEDULE I
Xxxxxx Xxxxxxxx, Xx.
Xxxxxx X. Xxxxxx, Xx.
Xxxx X. XxXxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
