EXHIBIT 99.7
EXCHANGE RIGHTS AGREEMENT
This Exchange Rights Agreement (this "Agreement") is made and entered into
as of this 26th day of September, 1996, by and between Angeles Participating
Mortgage Trust, a California business trust (the "Trust"), and Starwood
Mezzanine Investors, L.P., a Delaware limited partnership ("Starwood
Mezzanine"). Unless otherwise indicated, capitalized terms used herein are used
herein as defined in Section 11.
WHEREAS, pursuant to a Formation Agreement, dated September 26, 1996, by
and between the Trust and Starwood Mezzanine (the "Formation Agreement"), on the
date hereof, the Trust and Starwood Mezzanine are making capital contributions
to APMT Limited Partnership, a Delaware limited partnership (the "Partnership")
in return for the issuance by the Partnership to the Trust and to Starwood
Mezzanine of Units (as such term is defined in the Limited Partnership Agreement
of the Partnership, dated the date hereof (the "Partnership Agreement")) of the
Partnership (such Units issued by the Partnership to Starwood Mezzanine on the
date hereof, together with any Units of the Partnership issued to Starwood
Mezzanine after the date hereof being hereinafter called the "Units"); and
WHEREAS, pursuant to the Formation Agreement, the parties hereto are
entering into this Agreement to provide for the rights of Starwood Mezzanine to
tender Units in exchange for either Trust Shares (as hereinafter defined), cash
or a combination of Trust Shares and cash, on the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Right to Tender Units.
(a) Upon the terms and subject to the conditions of this
Agreement, Starwood Mezzanine shall have the right to tender to the Trust the
outstanding Units.
(b) Notwithstanding any other provision of this Agreement to the
contrary, no Trust Shares or cash shall be issued or paid in respect of any
tender of Units (i) if, notwithstanding the provisions of Section 6 of this
Agreement, the right to tender Units and receive Trust Shares or cash would
result in the Trust not satisfying the REIT Requirements in any respect or would
result in any person or entity Beneficially Owning Trust Shares exceeding the
ownership limitation provisions of the REIT Requirements, (ii) prior to the
expiration or termination of the waiting period applicable to such exchange and
issuance, if any, under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of
1976, as it may be amended from time to time, or (iii) prior to the receipt of
all governmental and regulatory approvals which are required to be obtained
prior to such tender and issuance or payment. In the event that the ability to
receive Trust Shares or cash would result in the Trust not satisfying the REIT
Requirements in any respect or would result in any person or entity Beneficially
Owning Trust Shares exceeding the ownership limitation provisions of the REIT
Requirements, and as a result thereof no Trust Shares or cash may be issued or
paid in respect of any tender of Units pursuant to Section 1(b)(i) above, the
parties hereto shall use their respective best efforts to restructure the terms
and
provisions of this Agreement (and, if necessary, the Partnership Agreement and
the Registration Rights Agreement, dated the date hereof, between the Trust and
Starwood Mezzanine (the "Registration Rights Agreement"), or to agree to terms
and provisions in addition to such terms and provisions, so as to provide to
each such party the same substantive rights (or substantive rights as close
thereto as is reasonably practicable) as those provided by this Agreement, the
Partnership Agreement, the Formation Agreement and the Registration Rights
Agreement.
(c) The right to exchange Units pursuant to this Agreement
constitute a continuous offer and may not be withdrawn, amended or modified by
the Trust without the prior written consent of Starwood Mezzanine; provided that
any withdrawal, amendment or modification that does not adversely affect
Starwood Mezzanine may be effected without the consent of Starwood Mezzanine.
Section 2. Acceptance of Tender; Election of Method of Payment for Tendered
Units.
(a) Upon the terms and subject to the conditions of this
Agreement, the Trust shall accept Units validly tendered in proper form and
meeting all of the requirements of this Agreement. In order for Units to be
validly tendered pursuant to this Agreement, Starwood Mezzanine shall deliver to
the Trust, at the address provided pursuant to Section 10, both of the
following: (i) a completed and duly executed Letter of Transmittal, in the form
attached hereto as Exhibit A (the "Letter of Transmittal") and any other
documents required by the Letter of Transmittal and (ii) a calculation, to the
best knowledge of Starwood Mezzanine after due inquiry (together with such
supporting documentation as the Trust may reasonably request at the expense of
Starwood Mezzanine), of the maximum number of Trust Shares that may be issued to
Starwood without causing either (x) the Trust to not satisfy the REIT
Requirements in any respect or (y) any person or entity to Beneficially Own
Trust Shares exceeding the ownership limitation provisions of the REIT
Requirements. The Trust shall make all determinations as to the validity and
form of any tender of Units in accordance with the provisions of this Agreement
and upon rejection of a tender shall give Starwood Mezzanine written notice of
such rejection, which shall include the reasons therefor.
(b) Unless otherwise determined by agreement of the Trust and
Starwood Mezzanine, tenders of Units pursuant to this Agreement shall be
irrevocable and shall not be subject to withdrawal or modification; provided
that if the Trust makes the Trust Share Election (as hereinafter defined) with
respect to a tender, then, within three (3) days after such election, Starwood
Mezzanine may elect to revoke such tender so long as (i) no public disclosure of
such tender has been made prior to such revocation and (ii) Starwood Mezzanine
reimburses the Trust for all reasonable costs and expenses incurred in
connection with such tender.
(c) Within fifteen (15) days after the valid tender pursuant to
this Agreement of Units, the Independent Trustees shall make an election to pay
for such Units by either (i) Trust Shares (the "Trust Share Election"), (ii)
cash (the "Cash Election") or (iii) a combination of Trust Shares and cash (the
"Combined Election"). Such election shall be made by the a majority of the
Independent Trustees on the Board of Trustees in their sole discretion. If the
Trust fails to so elect and notify Starwood Mezzanine within such fifteen (15)
day period, the Trust shall be deemed to have made the Cash Election.
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Section 3. Trust Share Election.
(a) If with respect to any tender of Units pursuant to this
Agreement, the Trust makes the Trust Share Election, then within twenty (20)
days after such tender the Trust shall deliver to Starwood Mezzanine one (1)
Trust Share for each Unit validly tendered pursuant to the provisions of this
Agreement.
(b) No fractional Trust Shares or scrip representing fractional
Trust Shares shall be issued upon exchange of Units pursuant to this Agreement.
If more than one Letter of Transmittal shall be delivered at one time by
Starwood Mezzanine, the number of full Trust Shares which shall be issuable upon
exchange of the Units tendered thereby shall be computed on the basis of the
aggregate number of Units so tendered. Instead of any fractional Trust Shares
which would otherwise be issuable upon exchange of any Units, the Trust shall
pay a cash adjustment in respect of such fraction in an amount equal to the same
fraction of the Trust Share Closing Price on the last business day preceding the
date of exchange.
(c) If Starwood Mezzanine exchanges Units pursuant to this
Agreement, the Trust shall pay any documentary, stamp or similar issue or
transfer tax due on any issue of Trust Shares upon such exchange. Starwood
Mezzanine, however, shall (i) pay to the Trust the amount of any additional
documentary, stamp or similar issue or transfer tax which is due (or shall
establish to the satisfaction of the Trust the payment thereof) as a result of
Trust Shares being issued in a name other than the name of Starwood Mezzanine
and (ii) be responsible for all income or other taxes as a result of such
exchange.
Section 4. Cash Election. If with respect to any tender of Units pursuant
to this Agreement, the Trust makes or is deemed to have made the Cash Election,
then within twenty (20) days after such tender the Trust shall pay to Starwood
Mezzanine an aggregate amount of cash (the "Aggregate Cash Payment") equal to
the product of (i) the number of Trust Shares which would have been delivered to
Starwood Mezzanine if the Trust had made the Trust Share Election with respect
to such tender and (ii) the average Trust Share Closing Price for the ten (10)
trading day period ending one day prior to the date of such tender.
Section 5. Combined Election.
(a) If with respect to any tender of Units pursuant to this
Agreement, the Trust shall make the Combined Election, then in accordance with
Section 2(c) above, the Trust shall notify Starwood Mezzanine of the number of
such tendered Units which will be exchanged for cash (the "Cash Units") and the
number of such tendered Units which will be exchanged for Trust Shares (the
"Trust Share Units"). Within twenty (20) days after such tender, the Trust shall
(i) pay to Starwood Mezzanine, in respect of each Cash Unit validly tendered
pursuant to the provisions of this Agreement, an amount of cash equal to the
product of the Cash Units and the average Trust Share Closing Price for the ten
trading day period ending one (1) day prior to the date of such tender and (iii)
deliver to Starwood Mezzanine one (1) Trust Share for each Trust Share Unit
validly tendered pursuant to the provisions of this Agreement.
(b) The provisions of Sections 3(b) and 3(c) of this Agreement
shall apply to the issuance of Trust Shares pursuant to Section 5(a) of this
Agreement.
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Section 6. REIT Requirements. If Starwood Mezzanine validly tenders Units
pursuant to the provisions of this Agreement, the Trust makes the Trust Share
Election or the Combined Election with respect to such tender, as a result of
the ownership limitation provisions of the REIT Requirements, Starwood Mezzanine
cannot receive the full number of Trust Shares otherwise issuable to Starwood
Mezzanine pursuant to such tender and such election (without giving effect to
such ownership limitations), then subject to the other terms and conditions of
this Agreement, Starwood Mezzanine shall be entitled to receive the number of
Trust Shares which it can receive pursuant to such tender, such election and
such ownership limitations.
Section 7. Representations of Starwood Mezzanine. Each tender of Units
shall constitute a representation and warranty by Starwood Mezzanine of each of
the representations and warranties set forth in the form of Letter of
Transmittal. Without limiting the generality of the foregoing, unless, at the
time of a tender for exchange of Units pursuant to this Agreement, a
registration statement relating to any Trust Shares to be delivered upon such
tender is effective under the Securities Act of 1933, as amended (the
"Securities Act"), such tender shall constitute a representation and warranty by
Starwood Mezzanine to the Trust that Starwood Mezzanine (i) is an "accredited
investor" within the meaning of Rule 501 under the Securities Act, (ii) has
sufficient knowledge and experience in financial and business matters and in
investing in entities similar to the Partnership and the Trust so as to be able
to evaluate the risks and merits of its investment in the Partnership and the
Trust and it is able financially to bear the risks thereof, (iii) has had an
opportunity to discuss the business, management and financial affairs of the
Trust and the Partnership with the management of the Trust and the Partnership,
and (iv) understands that the Trust Shares have not been registered under the
Securities Act by reason of their issuance in a transaction exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) thereof
or Rule 505 or 506 promulgated under the Securities Act and such Trust Shares
must be held indefinitely unless a subsequent disposition thereof is registered
under the Securities Act and applicable state securities laws or is exempt from
such registration.
Section 8. Status of Starwood Mezzanine. Until Starwood Mezzanine becomes a
holder of record of the Trust Shares issued in exchange for the tendered Units
(in the case of a Trust Share Election or a Combined Election) or until Starwood
Mezzanine has received cash in exchange therefor (in the case of a Cash Election
or a Combined Election), Starwood Mezzanine shall continue to hold and own such
Units for all purposes of the Partnership Agreement. In the case of a Trust
Share Election or a Combined Election, Starwood Mezzanine shall not have any
rights as a shareholder of the Trust in respect of such Trust Shares until
Starwood Mezzanine becomes a holder of record of such Trust Shares.
Section 9. Reservation of Shares; Closing of Transfer Books.
(a) The Trust shall reserve and shall at all times have reserved
out of its authorized but unissued Trust Shares, solely for the purpose of
effecting the exchange of Units pursuant to this Agreement, enough Trust Shares
to permit the exchange of the then outstanding Units. All Trust Shares which may
be issued upon exchange of Units shall be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof other than income taxes resulting from such exchange.
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(b) The Trust shall not close its transfer books so as to prevent
the timely issuance of Trust Shares pursuant to this Agreement.
Section 10. Notices. All notices, documents and other communications under
this Agreement shall be in writing and shall be deemed given when delivered
personally or by overnight mail or when sent by facsimile transmission, or four
(4) days after being mailed (by registered mail, return receipt requested) to a
party at the following address (or to such other address as such party may have
specified by notice given to the other parties pursuant to this provision):
If to the Trust to:
Angeles Participating Mortgage Trust
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▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ & Zavis
1999 Avenue of the Stars
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to Starwood Mezzanine, to:
c/o Starwood Capital Group, L.P.
Three ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Madison ▇. ▇▇▇▇▇, Esq.
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ & Associates
Three Pickwick Plaza
Suite 250
Greenwich, Connecticut 06830
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Section 11. Definitions. For purposes of this Agreement:
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"Beneficially Owning" means owning Trust Shares directly, indirectly or
constructively by a person or entity through the application of Section 318(a)
of the Code, as modified by Section 856(d) (5) of the Code, or Section 544 of
the Code, as modified by Section 856(h) of the Code. The term "Beneficially Own"
shall have a correlative meaning.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Declaration of Trust" means the Declaration of Trust of the Trust,
originally made and entered into as of April 15, 1988, as restated as of July
18, 1988, as further restated as of September 26, 1996, and as may be amended
modified, supplemented, restated or superseded from time to time after the date
of this Agreement.
"Independent Trustees" shall mean a Trustee of the Trust who is (i) not an
officer, employee, agent, shareholder (direct or indirect) or representative of
the Trust, Starwood Mezzanine, or Persons which directly or indirectly through
one or more intermediaries control, or is controlled by or is under common
control with Starwood Mezzanine, (ii) not a spouse, sibling, lineal descendant,
ancestor, aunt, uncle or first cousin of any of the aforesaid Persons (including
in-laws and adopted relationships), and (iii) free of any relationship that
would interfere with the exercise of independent judgment; provided, however,
that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, J. D'Arcy ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be
considered Independent Trustees hereunder.
"REIT Requirements" shall mean the requirements for the Trust to (i)
qualify as a REIT under the Code and the rules and regulations promulgated
thereunder, and (ii) avoid any federal income or excise tax liability. "REIT
Requirements" shall also include the ownership limitation provisions set forth
in Section 6.13 of the Declaration of Trust of the Trust.
"Trust Share Closing Price" shall mean, with respect to a particular date,
the last reported sales price on such date or, in case no such reported sale
takes place on such date, the average of the reported closing bid and asked
prices on such date, in either case on the American Stock Exchange, or if the
Trust Shares are not then listed or admitted to trading on such exchange, on the
principal national securities exchange on which the Trust Shares are then listed
or admitted to trading or, if not then listed or admitted to trading on any
national securities exchange, the closing sale price on such date of the Trust
Shares or, in case no reported sale takes place on such date then, the average
of the closing bid and asked prices on such date, on NASDAQ or any comparable
system. If the Trust Shares are not then quoted on NASDAQ or any comparable
system, the Board of Trustees of the Trust shall in good faith determine the
Trust Share Closing Price.
"Trust Shares" means the Class A Shares, par value $1.00 per share, of the
Trust.
Section 12. Partial Invalidity. In case any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein unless the deletion of such provision
or provisions
6
would result in such a material change as to cause completion of the
transactions contemplated hereby to be unreasonable.
Section 13. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective permitted
successors or assigns. Notwithstanding prohibitions on assignment contained
herein, in the event that Starwood Mezzanine transfers record ownership of Units
to any of its direct or indirect partners, this Agreement shall be assigned to
such partners; provided that each such partner agrees to be bound by all of the
terms and conditions of this Agreement.
Section 14. Execution in Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be considered an original
counterpart, and shall become a binding agreement when the Trust and Starwood
Mezzanine shall have each executed a counterpart of this Agreement.
Section 15. Titles and Headings. Titles and headings to Articles and
Sections herein are inserted for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement.
Section 16. Exhibits. The Exhibits referred to in this Agreement shall be
construed with, and as an integral part of, this Agreement to the same extent as
if the same had been set forth verbatim herein.
Section 17. Entire Agreement; Amendments and Waivers. This Agreement,
including the Exhibits, and the Formation Agreement, the Partnership Agreement
and the Registration Rights Agreement contains the entire understanding of the
parties hereto with regard to the subject matter contained herein. In addition
to amendments and modifications permitted by Section 1(c), the parties hereto,
by mutual agreement in writing, may amend, modify and supplement this Agreement;
provided that any such amendment, modification or supplement shall be approved
by a majority of the Independent Trustees. The failure of any party hereto to
enforce at any time any provision of this Agreement shall not be construed to be
a waiver of such provision, nor in any way to affect the validity of this
Agreement or any part hereof or the right of such party thereafter to enforce
each and every such provision. No waiver of any breach of this Agreement shall
be held to constitute a waiver of any other or subsequent breach.
Section 18. Governing Law. This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its terms and by the
internal laws of the State of California, without regard to principles of
conflicts of laws as applied in the State of California or any other
jurisdiction which, if applied, would result in the application of any laws
other than the internal laws of the State of California.
Section 19. Angeles Participating Mortgage Trust. The parties hereto
understand and agree that the name "Angeles Participating Mortgage Trust" is a
designation of the Trust and its Trustees (as Trustees but not personally) under
the Declaration of Trust, and all persons dealing with the Trust shall look
solely to the Trust's assets for the enforcement of any claims against the
Trust, and that the Trustees, officers, agents and security holders of the Trust
assume
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no personal liability for obligations entered into on behalf of the Trust, and
their respective individual assets shall not be subject to the claims of any
person relating to such obligations.
Section 20. Submission to Jurisdiction. Each of the parties hereto
irrevocably submits and consents to the jurisdiction of the United States
District Court for the Central District of California in connection with any
action or proceeding arising out of or relating to this Agreement, and
irrevocably waives any immunity from jurisdiction thereof and any claim of
improper venue, forum non conveniens or any similar basis to which it might
otherwise be entitled in any such action or proceeding.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto or by their duly authorized officers, all as of the date
first above written.
ANGELES PARTICIPATING MORTGAGE TRUST, a California
business trust
By:
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Name:
Title:
STARWOOD MEZZANINE PARTNERS, L.P.
By: STARWOOD CAPITAL GROUP, L.P., general partner
By: BSS CAPITAL PARTNERS, L.P., general partner
By: STERNLICHT HOLDINGS II, INC., general
partner
By:
---------------------------------
Name:
Title:
8
EXHIBIT A TO
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EXCHANGE RIGHTS AGREEMENT
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LETTER OF TRANSMITTAL
To Tender Units
Pursuant to the Exchange Rights Agreement
Dated as of September 26, 1996
TO: Angeles Participating Mortgage Trust
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Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Description of Units
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NAMES(S) AND ADDRESS(ES) UNITS TENDERED (ATTACH
OF REGISTERED OWNERS ADDITIONAL LIST IF
NECESSARY)
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Total
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Angeles Participating Mortgage Trust (the
"Trust") the above-described Units (as defined in the Exchange Rights Agreement
dated as of September 26, 1996 (the "Exchange Rights Agreement")) in accordance
with the terms and conditions of the Exchange Rights Agreement and this Letter
of Transmittal (which together constitute the "Offer"), receipt of which is
hereby acknowledged. All terms used herein but not defined herein are used as
defined in the Exchange Rights Agreement.
Subject to, and effective upon the issuance of Trust Shares and/or the
payment of cash, as the case may be, for the Units tendered hereby, the
undersigned hereby assigns and transfers to the Trust all right, title and
interest in and to all the Units that are being tendered hereby and irrevocably
constitutes and appoints the Trust (the "Unit Agent"), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) transfer such Units on the books of the
Partnership and (b) receive all rights, privileges and benefits, and any and all
obligations and liabilities appertaining thereto and otherwise exercise all
rights of beneficial ownership of such Units, all in accordance with the terms
of the Offer.
The undersigned hereby represents and warrants to the Trust that (i) the
undersigned has full power and authority to tender, sell, assign and transfer
the tendered Units and that upon payment therefor, the Trust will acquire
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and the same will not be subject to any adverse claim, (ii)
that the tender complies with each and every provision of Section 1 of the
Exchange Rights Agreement, and (iii) attached hereto is a calculation, to the
best knowledge of the undersigned after due inquiry (together with such
supporting documentation as the Trust may reasonably request at the expense of
Starwood Mezzanine, of the maximum number of Trust Shares that may be issued to
the undersigned without causing either (x) the Trust to not satisfy the REIT
Requirements in any respect or (y) any person or entity to Beneficially Own
Trust Shares exceeding the Ownership Limit. The undersigned will, upon request,
execute any additional documents deemed by the Trust to be reasonably necessary
or desirable to complete the sale, assignment and transfer of the tendered
Units.
Unless a registration statement relating to any Trust Shares to be
delivered to the undersigned is effective under the Securities Act of 1933, as
amended (the "Securities Act"), the undersigned hereby represents and warrants
to the Trust that the undersigned (i) is an "accredited investor" within the
meaning of Rule 501 under the Securities Act, (ii) has sufficient knowledge and
experience in financial and business matters and in investing in entities
similar to the Partnership and the Trust so as to be able to evaluate the risks
and merits of its investment in the Partnership and the Trust and it is able
financially to bear the risks thereof, (iii) has had an opportunity to discuss
the business, management and financial affairs of the Trust and the Partnership
with the management of the Trust and the Partnership, and (iv) understands that
any such Trust Shares have not been registered under
2
the Securities Act by reason of their issuance in a transaction exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) thereof
or Rule 505 or 506 promulgated under the Securities Act and any such Trust
Shares must be held indefinitely unless a subsequent disposition thereof is
registered under the Securities Act and applicable state securities laws or is
exempt from such registration. If not sold pursuant to an effective registration
statement, any such Trust Shares will bear an appropriate legend indicating that
such Trust Shares have not been registered under the Securities Act and resale
of such Trust Shares is restricted under applicable securities laws.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators and legal
representatives of the undersigned.
The undersigned understands that, except as provided in Section 2(b) of the
Exchange Rights Agreement, a tender of Units pursuant to the Exchange Rights
Agreement is irrevocable and constitutes a binding agreement between the
undersigned and the Trust upon the terms and subject to the conditions of the
Exchange Rights Agreement.
Unless otherwise indicated under "Special Delivery Instructions", please
mail any Trust Shares issuable upon exchange of the Units tendered hereby (or,
if the Cash Election or the Combined Election is made, the cash payment payable
pursuant thereto) to the address(es) of the registered holder(s) appearing under
"Description of Units." In the event that the Special Delivery Instructions are
completed, please issue the Trust Shares (or, if the Cash Election or the
Combined Election is made, the cash payment payable pursuant thereto) in the
name of the registered holder(s) and transmit the same to the person or persons
so indicated.
The Trust and the undersigned agree that they will cooperate with each
other and will make, execute, acknowledge, deliver, record and file, or cause to
be made, executed, acknowledged, delivered, recorded and filed, at such times
and places as the other may reasonably deem necessary, all other and further
documents and instruments, and will take all other and further actions, as the
other may reasonably request from time to time in order to effectuate the
purposes and provisions of the tender made pursuant to this Letter of
Transmittal.
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if Trust Shares or the cash payment are to be sent to
someone other than the undersigned or to the undersigned at an address other
than that above.
Mail certificate(s) for Trust Shares or cash payment to:
Name
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(please print)
Address
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(include Zip Code)
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(Tax Identification or Social Security Number)
SIGN HERE
Complete Substitute Form W-9 included
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(Signature(s) of holder of Units)
(Must be signed by registered holder(s) as name(s) appear(s) on books and
records of the Partnership. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, please set forth full title
and see instruction 4.
Dated
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Name(s)
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(please print)
Capacity
(Full Title)
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Address
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(include Zip Code)
4
Area Code and Tel. No.
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Tax Identification or
Social Security No.
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(Complete Substitute Form W-9)
Guarantee of Signature(s)
(See Instruction 1)
Authorized
Signature
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Name of
Firm
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Dated
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the
Exchange Rights Agreement
1. GUARANTEE OF SIGNATURE. No signature guarantee on this Letter of
Transmittal is required unless the registered holder of the Units has completed
the box entitled "Special Delivery Instructions". In such case all signatures on
this Letter of Transmittal must be guaranteed by a member firm of any registered
national securities exchange in the United States or of the National Association
of Securities Dealers, Inc. or by a commercial bank or trust company (not a
savings bank or a savings and loan association) having an office, branch or
agency in the United States.
2. DELIVERY OF LETTER OF TRANSMITTAL. This Letter of Transmittal is
to be completed by the holder of Units. A properly completed and duly executed
Letter of Transmittal and any other documents required by this Letter of
Transmittal must be received by the Agent.
No alternative, conditional or contingent tenders will be accepted.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
Units tendered and/or other information required should be listed on a separate
schedule attached hereto.
4. SIGNATURES ON LETTER OF TRANSMITTAL. The signature must
correspond with the name as shown on the books and records of the Partnerships
without any change whatsoever.
If any of the Units tendered hereby are owned of record by two or more
joint owners, all such owners must sign the Letter of Transmittal.
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If any tendered Units are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations.
If this Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, each person should so indicate
when signing, and proper evidence satisfactory to the Agent of their authority
so to act must be submitted.
5. SPECIAL DELIVERY INSTRUCTIONS. If a certificate for Trust Shares or
the cash payment is to be sent to someone other than the signer of this Letter
of Transmittal or to an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed.
6. WAIVER OF CONDITIONS. The Trust reserves the right to waive in its
sole discretion any of the specified conditions of the Offer in the case of the
Units tendered; provided that any such waiver shall not adversely affect any
holder of outstanding Units without the consent of such holder.
7. BACK-UP WITHHOLDING. Under the Federal income tax law, a person
surrendering Units must provide the Agent with his correct taxpayer
identification number ("TIN") on Substitute Form W-9 below unless an exemption
applies. If the correct TIN is not provided, a $50 penalty may be imposed by the
Internal Revenue Service and payments made in exchange for the surrendered Units
may be subject to back-up withholding of that rate provided by the Federal
income tax law (such rate being at the date of the Exchange Rights Agreement,
31%).
The TIN that must be provided is that of the registered holder of the
Units. The TIN for an individual is his social security number.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Exchange Rights Agreement and the
Letter of Transmittal may be directed to the Agent at the address set forth
above.
IMPORTANT TAX INFORMATION
Under Federal income tax laws, a holder whose tendered Units are accepted
for payment is required by law to provide the Agent (as payer) with his correct
taxpayer identification number on Substitute Form W-9 below. If such holder is
an individual, the taxpayer identification number is his social security number.
If the Agent is not provided with the correct taxpayer identification number,
the holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such holder with respect to
Units purchased pursuant to the Offer may be subject to back-up withholding.
If back-up withholding applies, the Agent is required to withhold, at that
rate provided by the Federal income tax law (such rate being at the date of the
Exchange Rights
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Agreement 31%), of any such payments made to the holder of Units. Trust Shares
otherwise deliverable hereunder may, at the expense (and with all risk of loss
for the account) of the undersigned, be sold to pay such amounts. Back-up
withholding is not an additional tax. Rather, the tax liability of persons
subject to back-up withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent back-up withholding on payments that are made to a holder of
Units purchased pursuant to the Offer, the holder is required to notify the
Agent of his correct taxpayer identification number by completing the form below
certifying that the taxpayer identification number provided on Substitute Form
W-9 is correct.
WHAT NUMBER TO GIVE THE AGENT
The holder is required to give the Agent the social security number or
employer identification number of the record owner of the Units.
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PAYER'S NAME: Angeles Participating Mortgage Trust
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Substitute Part 1 - Please provide your TIN in the box at right and Social Security
Form W-9 certify by signing and dating below Number/Employer
Identification
Number
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Department of the Certification - Under the penalties of perjury, (i) I
Treasury/Internal certify that the information provided on this form is true,
Revenue Service correct and complete and (ii) I am not subject to backup
withholding because: (a) I am exempt from backup
Service withholding, or (b) I have not been notified by
the Internal Revenue Service (IRS) that I am subject to
backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that
I am no longer subject to backup withholding.
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Signature Date
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACK-UP
WITHHOLDING OF THAT RATE PROVIDED BY THE FEDERAL INCOME TAX LAW (SUCH
RATE BEING AT THE DATE OF THE EXCHANGE RIGHTS AGREEMENT 31%) OF ANY
PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
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