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EXHIBIT 10.22
SECOND AMENDMENT TO SETTLEMENT AGREEMENT
This Second Amendment to Settlement Agreement is entered into by and
among Angeles Mortgage Investment Trust, a California business trust ("AMIT"),
on the one hand, and Insignia Financial Group, Inc., a Delaware corporation
("Insignia"), MAE GP Corporation, a Delaware Corporation ("MAE GP"), Ocean
Waterways Partners, Ltd., a California limited partnership ("Ocean Waterways"),
Angeles Park Communities, Ltd., a California limited partnership ("APC"), Terra
Siesta Communities, Ltd., a California limited partnership ("Terra Siesta
Communities") and Terra Siesta Partners, Ltd., a California limited partnership
("Terra Siesta Partners"), Angeles Properties, Inc., a California corporation
("API"), Angeles Investment Properties, Inc., a California corporation ("AIPI"),
Angeles Realty Corporation, a California corporation ("ARC"), Angeles Realty
Corporation II, a California corporation ("ARC II"), Northbrook Apartments,
Ltd., a California limited partnership ("Northbrook"), Lake Avenue Offices,
Ltd., a California limited partnership ("Lake Avenue"), La Colina Ranch
Apartments, Ltd., a California partnership ("La Colina"), Angeles Fort Worth
Option Joint Venture, a California general partnership ("Ft. Worth JV"), and
Angeles Income Properties IV, a California partnership ("AIP IV") (collectively,
the "Insignia Parties"), on the other hand, by execution on the dates indicated
below.
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RECITALS
A. On November 9, 1994, AMIT and the Insignia Parties entered into a
Settlement Agreement (the "Settlement Agreement").
B. Pursuant to the Settlement Agreement, and as a condition thereof,
the parties agreed that the "Effective Date" of the settlement described in the
Settlement Agreement must occur by March 1, 1995 (the "Settlement Deadline").
C. In December of 1994, the parties entered into an Amendment to
Settlement Agreement for the purpose of extending the Settlement Deadline to
March 31, 1995.
D. The parties now enter into this Second Amendment to Settlement
Agreement for the purpose of further extending the Settlement Deadline and
amending the terms of Exhibit "7" and "8" to the Settlement Agreement as
hereinafter provided.
NOW, THEREFORE, based upon the foregoing Recitals, the parties agree as
follows:
1. Paragraph 3 of the Settlement Agreement, as amended by the Amendment
to Settlement Agreement, is again amended and restated as follows:
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"3. STAY OF LITIGATION:
A. Upon execution of this Settlement Agreement by all parties,
AMIT and the Insignia Parties shall immediately file a joint
application in the Action notifying the Court that a settlement has
been reached among such parties, contingent upon (i) the occurrence of
the Effective Date; and (ii) AMIT obtaining the Imperial Consent by
December 1, 1994; and requesting the Court to stay the Action as among
the parties to this Settlement Agreement who are also parties to the
Action pending the completion of the Angeles Plan confirmation process.
If the Angeles Plan is confirmed embodying the settlement contained in
the Angeles/AMIT Agreement and the Effective Date occurs by April 24,
1995, and the Imperial Consent is obtained prior to December 1, 1994,
then following the Effective Date, the Action will be dismissed as
among the parties to this Settlement Agreement and the parties agree to
cause their respective counsel of record in the Action to execute and
file a request for dismissal (the "Dismissal Request"). Such dismissal
shall be without an award of costs and shall provide that each parties
shall bear his or its own costs of suit and attorneys' fees.
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B. In the event that the State Court does not approve the
request for a stay of the Action, then the parties hereto will
immediately file the Dismissal Request dismissing (the "Contingent
Dismissal") their claims against each other in the Action without
prejudice to refiling of said claims if the Effective Date does not
occur by April 24, 1995, or the Imperial Consent is not obtained prior
to December 1, 1994. Such Contingent Dismissal shall be without an
award of costs and shall provide that each party shall bear his or its
own costs of suit and attorneys' fees. In the event of a Contingent
Dismissal, the parties agree that all statutes of limitation and other
delay defenses with respect to any claims which they have or may have
against each other related to the Action are and shall be tolled and
suspended during the period from July 23, 1993, when the Action was
filed, to and including April 30, 1995.
C. If the Effective Date does not occur by April 24, 1995, or
the Imperial Consent is not obtained prior to December 1, 1994, and
unless the parties hereto agree in writing to the contrary, the
settlement outlined herein, except this paragraph, will be null and
void and the stay of the Action will be lifted.
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D. The parties to this Settlement Agreement agree to suspend
all statutes of limitations pertaining to claims which they have or may
have against each other during the period commencing on September 2,
1994, and terminating on April 30, 1995."
2. Exhibit "7" to the Settlement Agreement is amended and restated in
the form attachment hereto and marked "Exhibit 7".
3. Exhibit "8" to the Settlement Agreement is amended and restated in
the form attachment hereto and marked "Exhibit 8".
4. Except as otherwise expressly set forth herein, the Settlement
Agreement shall remain in full force and effect.
Dated: March __, 1995 ANGELES MORTGAGE INVESTMENT TRUST,
a California business trust
By:_______________________________
Xxxxxx X. Xxxxxxxxx
Its: President
Dated: March __, 1995 INSIGNIA FINANCIAL GROUP, INC.,
a Delaware corporation
By:_______________________________
Its: Executive Managing Director
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Dated: March __, 1995 ANGELES INVESTMENT PROPERTIES
INC., a California corporation
By:_______________________________
Its:______________________________
Dated: March __, 1995 ANGELES PROPERTIES, INC.,
a California Corporation
By:_______________________________
Its:______________________________
Dated: March __, 1995 MAE GP CORPORATION,
a Delaware corporation
By:_______________________________
Its:______________________________
Dated: March __, 0000 XXXXXXXXXX XXXXXXXXXX, LTD., a
California limited partnership
By: MAE Ventures, Inc.
By:_______________________________
Its:______________________________
REFERENCE: AMIT/INSIGNIA AMENDMENT TO SETTLEMENT AGREEMENT
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Dated: March __, 0000 XXXX XXXXXX OFFICES, LTD., a
California limited partnership
By: MAE Ventures, Inc.
By:_______________________________
Its:______________________________
Dated: March __, 0000 XXXXX XXXXXXXXX PARTNERS, LTD., a
California limited partnership
By: Angeles Properties, Inc.
By:_______________________________
Its:______________________________
Dated: March __, 1995 TERRA SIESTA COMMUNITIES, LTD., a
California limited partnership
By: Angeles Investment Properties,
Inc.
By:_______________________________
Its:______________________________
Dated: March __, 1995 TERRA SIESTA PARTNERS, LTD., a
California limited partnership
By: Angeles Properties, Inc.
By:_______________________________
Its:______________________________
REFERENCE: AMIT/INSIGNIA AMENDMENT TO SETTLEMENT AGREEMENT
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Date: March __, 1995 ANGELES REALTY CORPORATION,
a California corporation
By:_______________________________
Its:______________________________
Dated: March __, 1995 LA COLINA RANCH APARTMENTS, LTD.,
a California limited partnership
By: MAE Ventures, Inc.
By:_______________________________
Its:______________________________
Dated: March __, 1995 ANGELES PARK COMMUNITIES, LTD.,
a California limited partnership
By: Angeles Realty Corporation
By:_______________________________
Its:______________________________
Dated: March __, 0000 XXXXXXX XXXX XXXXX OPTION JOINT
VENTURE, a California partnership
By: Angeles Income Properties,
Ltd., IV
By: Angeles Realty Corporation II
By:_______________________________
Its:______________________________
REFERENCE: AMIT/INSIGNIA AMENDMENT TO SETTLEMENT AGREEMENT
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Dated: March __, 1995 ANGELES INCOME PROPERTIES IV,
a California limited partnership
By: Angeles Realty Corporation II
By:_______________________________
Its:______________________________
Dated: March __, 1995 ANGELES REALTY CORPORATION II,
a California corporation
By:_______________________________
Its:______________________________
REFERENCE: AMIT/INSIGNIA AMENDMENT TO SETTLEMENT AGREEMENT
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