EXHIBIT 99.5
AMENDMENT NO. 1 TO RESTATED SHAREHOLDERS AGREEMENT
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This Amendment No. 1 (this "Amendment") to the Shareholders Agreement
dated as of March 15, 1994 and restated as of April 27, 1994, is entered into
this 15th day of March, 1996 by and among SAHI, Inc., a Delaware corporation
("SAHI, Inc."), SAHI Partners, a Delaware general partnership, Starwood
Mezzanine Investors, L.P., a Delaware limited partnership ("Starwood Mezzanine")
and Angeles Participating Mortgage Trust, a California Business Trust (the
"Company"), with reference to the following facts:
WHEREAS, SAHI Partners, SAHI, Inc. and the Company entered into that
certain Shareholders Agreement dated as of March 15, 1994 and restated as of
April 27, 1994 ("Shareholders Agreement");
WHEREAS, SAHI Partners has assigned its Class A Warrant to Starwood
Mezzanine; and
WHEREAS, SAHI Partners, SAHI, Inc. and the Company hereby deem it to
be in their respective best interests to amend the Shareholders Agreement as set
forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Any initially capitalized term not defined herein shall have the
meaning ascribed thereto in the Shareholders Agreement.
2. Starwood Mezzanine hereby agrees that, upon the full or partial
exercise of the Class A Warrant, it shall become a party to the Shareholders
Agreement and further agrees to be bound by all of the terms and conditions of
the Agreement applicable to SAHI Partners and SAHI, Inc.
3. Section 7(d) of the Shareholders Agreement shall be deleted in
its entirety and replaced with the following:
"(d) take any actions (other than the (1) entry into this Agreement,
(2) the purchase of the Class A Warrant and the Class B Warrant and
the consummation of the transactions contemplated herein and therein
and (3) the issuance of Class A Shares upon the exchange of Starwood
Mezzanine's limited partnership interests in APT Limited Partnership
("Partnership") pursuant to the partnership agreement of the
Partnership and (4) the required issuance of the Class B Shares
pursuant to the Declaration of Trust of the Company upon the issuance
of Class A Shares, and the consummation of the transactions
contemplated herein and therein) which would result in one or more
publicly-traded classes of the Company's equity securities no longer
having the attributes of public ownership; or"
4. Section 17 of the Shareholders Agreement is hereby amended to
read as follows in its entirety:
"Section 17. Termination. This Agreement will terminate automatically
and be of no further force and effect on the third anniversary of the
Company's 1996 Annual Meeting of Shareholders."
5. Except as amended by this Amendment, the Agreement shall continue
in full force and effect.
6. This Amendment may be executed in multiple counterparts, each of
which will be an original and all of which taken together will constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 as of the date set forth above.
ANGELES PARTICIPATING MORTGAGE TRUST
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, President
SAHI PARTNERS
By: SAHI, Inc., a general partner
By: /s/ Madison X. Xxxxx
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Madison X. Xxxxx,
Vice President
SAHI, INC.
By: /s/ Madison X. Xxxxx
---------------------------------
Madison X. Xxxxx,
Vice President
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: /s/ Madison X. Xxxxx
Name: Madison X. Xxxxx
Title: Executive Vice President
