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EXHIBIT 10.20
AMENDMENT TO AGREEMENT AND MUTUAL RELEASE
This Amendment to Agreement and Mutual Release is entered into by and
among Angeles Mortgage Investment Trust, a California business trust ("AMIT"),
Angeles Corporation, a California corporation ("Angeles"), and the Committee of
Creditors Holding Unsecured Claims (the "Committee") by execution on the dates
indicated below.
RECITALS
A. In January of 1995, AMIT, Angeles, and the Committee entered into an
Agreement and Mutual Release (the "Agreement and Mutual Release").
B. Pursuant to the Agreement and Mutual Release, and as a condition
thereof, the parties agreed that the "Settlement Date" as defined therein must
occur no later than March 31, 1995, or, the settlement contained in the
Agreement and Mutual Release must be approved on motion to the United States
Bankruptcy Court having jurisdiction over Angeles' Chapter 11 bankruptcy
proceeding (the "Bankruptcy Case") by an order which becomes final and
unappealed on or before March 31, 1995. Neither of these events occurred by
March 31, 1995.
C. Pursuant to Paragraph 1.5 of the Agreement and Mutual Release, AMIT,
Angeles, and the Committee agreed that, among other things, Angeles would
execute and deliver to AMIT an Indemnity Agreement and a Security Agreement
(Deposit Account) in order to indemnify and secure Angeles' obligations to AMIT
with regard to any losses arising on account of AMIT's
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alleged guaranty (the "PaineWebber Guaranty") of the obligations of Angeles
Housing Concepts, Inc. ("AHC") to PaineWebber Independent Living Mortgage Fund,
Inc., a Delaware corporation or PaineWebber Independent Living Mortgage, Inc.,
II, a Delaware corporation (collectively "PaineWebber"), including, but not
limited to, with regard to litigation commenced by PaineWebber against AMIT in
the Superior Court of the State of California for the County of Los Angeles as
Case No. BC 107487 (the "PaineWebber Litigation").
D. Subsequent to the execution of the Agreement and Mutual Release,
PaineWebber, Angeles and the Committee entered into that certain Agreement for
Classification and Treatment of Claims ("the Angeles/PaineWebber Settlement
Agreement"). The effectiveness of the Angeles/PaineWebber Settlement Agreement,
was conditioned upon, among other things, the execution by PaineWebber and AMIT
of the Settlement Agreement, a true and correct copy of which is attached hereto
as Exhibit "1" (the "AMIT/PaineWebber Settlement Agreement").
E. Pursuant to the AMIT/PaineWebber Settlement Agreement, among other
things, AMIT agreed to pay PaineWebber the aggregate sum of $1.0 Million in
satisfaction of all claims which PaineWebber might have against AMIT under the
PaineWebber Guaranty, conditioned upon Angeles paying to AMIT the sum of $1.0
Million (which $1.0 Million payment would then be used by AMIT to fund the
AMIT/PaineWebber Settlement) plus reimbursement of AMIT's costs and attorneys'
fees relative to the PaineWebber Guaranty.
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F. The parties now enter into this Amendment to Agreement and Mutual
Release for the purpose of extending the Settlement Date, modifying the terms of
the Agreement and Mutual Release with regard to Angeles' indemnification of AMIT
on account of the PaineWebber Guaranty, and such additional modifications as are
hereinafter set forth.
NOW, THEREFORE, BASED UPON THE FOREGOING RECITALS, THE PARTIES AGREE
AS FOLLOWS:
1. Paragraph No. 2.1 of the Agreement and Mutual Release is hereby
amended so as to change the date of "March 31, 1995" to "April 14, 1995".
2. Paragraph No. 1.5 and Exhibits "F" and "G" to the Agreement and
Mutual Release are hereby stricken in their entity, and the following Paragraph
1.5 is inserted in place of the form of Paragraph No. 1.5 contained in the
Agreement and Mutual Release:
"1.5 PaineWebber Indemnification.
1.5.1 Not later than the Settlement Date, in addition to all
other sums due by Angeles to AMIT hereunder, Angeles shall pay to or
for the benefit of AMIT the following sums on account of the
obligations Angeles and Angeles Housing Concepts, Inc. ("AHC") under
the terms of the April 21, 1992 Fee and Indemnification Agreement (as
amended effective July 20, 1992) executed by Angeles and AHC in favor
of AMIT and pertaining to AMIT's alleged Guaranty (the "PaineWebber
Guaranty") of the obligations of AHC to PaineWebber Independent Living
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Mortgage Fund, Inc., a Delaware corporation or PaineWebber Independent
Living Mortgage, Inc., II, a Delaware corporation (collectively
"PaineWebber")":
1.5.1.1 The sum of $1.0 Million which shall be paid
directly by Angeles to PaineWebber in satisfaction of AMIT's
obligations to PaineWebber under the AMIT/PaineWebber
Settlement Agreement.
1.5.1.2 A sum equal to all reasonable costs and
attorneys' fees incurred by AMIT as of the Settlement Date
with regard to the case now pending before the Superior Court
of the State of California for the County of Los Angeles as
Case Number BC 107487 (the "PaineWebber Litigation") and any
reasonable costs and attorneys' fees incurred by AMIT as of
the Settlement Date with regard to any other action taken by
PaineWebber against AMIT arising under or in connection with
the PaineWebber Guaranty, including, but not limited to,
reasonable costs and attorneys' fees incurred by AMIT relative
to the negotiation and preparation of the AMIT/PaineWebber
Settlement Agreement. Should a dispute arise as to the
reasonableness of the attorneys' fees or costs, it will be
resolved by motion made to the Bankruptcy Court before whom
the Bankruptcy Case is now pending under standards applicable
to counsel representing creditors whose employment is not
subject to Bankruptcy Court approval (i.e., under generally
accepted standards for State Court practitioners).
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1.5.2 Angeles hereby agrees to indemnify, defend and hold AMIT
harmless from and against any and all claims, liabilities, damages,
costs and expenses (including, without limitation, reasonable
attorneys' fees and legal expenses) arising from or relating to any
action or proceeding brought or taken against AMIT by PaineWebber on
account of the PaineWebber Guaranty (the "PaineWebber Action").
Notwithstanding the foregoing, nothing herein is intended as an
admission by AMIT, Angeles, or the Committee that, after payment by
Angeles to PaineWebber of the sums referenced in Paragraph No. 1.5.1.1
hereof, PaineWebber will have any right to bring any PaineWebber Action
against AMIT, it being the position of Angeles, the Committee and AMIT
that PaineWebber would not be entitled to bring any PaineWebber Action
after such payment."
3. Exhibit "A" to the Agreement and Mutual Release is hereby amended in
the form attached hereto as Exhibit "A".
4. Exhibit "B" to the Agreement and Mutual Release is hereby amended in
the form attached hereto as Exhibit "B".
5. Exhibit "C" to the Agreement and Mutual Release is hereby amended in
the form attached hereto as Exhibit "C".
6. Exhibit "D" to the Agreement and Mutual Release is hereby amended in
the form attached hereto as Exhibit "D".
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7. Exhibit "E" to the Agreement and Mutual Release is hereby amended in
the form attached hereto as Exhibit "E".
8. Exhibits "F" and "G" are intentionally omitted from this Amendment
to Agreement and Mutual Release.
9. Exhibit "H" to the Agreement and Mutual Release is hereby amended in
the form attached hereto as Exhibit "H".
10. Exhibit "I" to the Agreement and Mutual Release is hereby amended
in the form attached hereto as Exhibit "I".
11. Paragraph 1.7.3.1 of the Agreement and Mutual Release shall be
deleted and replaced with the following:
"1.7.3.1 Angeles Related Parties: Conditioned upon timely
performance by Angeles in accordance with Paragraph 1 of this Agreement
and Mutual Release: (a) Angeles' and its direct and indirect
subsidiaries' officers and directors who were officers or directors of
Angeles or its direct and indirect subsidiaries as of May 3, 1993 (the
"Officers and Directors"), and (b) Angeles' affiliates (as defined in
11 U.S.C. Section 101(2) other than MAE GP Corporation ("MAE GP") or
any person or entity which is or was an "affiliate" of Angeles solely
on account of MAE GP's ownership of the AMIT Class B Shares) or an
insider (as defined in 11 U.S.C. Section 101(31) other than the
Officers and Directors; or
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MAE GP or any person or entity, which is or was an "insider" of Angeles
solely on account of MAE GP's ownership of the AMIT Class B Shares) of
Angeles, or an agent, attorney, trustee, officer, or director of any of
said affiliates or insiders (said agents, attorneys, affiliates, and
insiders shall hereinafter collectively be referred to as the
"Non-Officers and Non-Directors"), shall have the option of entering
into a Mutual Release with AMIT. The Mutual Release between AMIT and
the Officers and Directors will be in the form attached hereto as
Exhibit "J-1". The Mutual Release between AMIT and the Non-Officers
and Non-Directors will be in the form attached hereto as Exhibit "J-2".
Any Officer or Director or Non-Officer or Non-Director electing to
execute a Mutual Release with AMIT, must do so by executing the
applicable Mutual Release and transmitting the original thereof to AMIT
at the address specified below no later than 120 days following the
Settlement Date. Upon timely execution and delivery of the applicable
Mutual Release by an Officer or Director or a Non-Officer or
Non-Director, such party shall be released from all claims and causes
of action specified in the applicable Mutual Release, whether or not
AMIT executes such Mutual Release."
12. Exhibit "J" to the Agreement and Mutual Release is deleted and
replaced by Exhibits "J-1" and J-2" hereto.
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13. Except as otherwise expressly set forth herein, the Agreement and
Mutual Release shall remain in full force and effect and the terms thereof are
incorporated herein by this reference.
DATED: April , 1995 ANGELES MORTGAGE INVESTMENT TRUST,
-- a California business trust
By:
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Its:
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DATED: April , 1995 ANGELES CORPORATION,
-- a California corporation
By:
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Its:
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DATED: April , 1995 THE COMMITTEE OF CREDITORS HOLDING
-- UNSECURED CLAIMS
By:
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Its:
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