1
EXHIBIT 10.23
THIRD AMENDMENT TO SETTLEMENT AGREEMENT
This Third 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.
2
RECITALS
A. On November 9, 1994, AMIT and the Insignia Parties entered into a
Settlement Agreement (the "Settlement Agreement").
B. In December of 1994, AMIT and the Insignia Parties entered into an
Amendment to Settlement Agreement.
C. In March of 1995, AMIT and the Insignia Parties entered into a
Second Amendment to Settlement Agreement.
D. The parties have agreed that the "Settlement Amount" referenced in
Paragraph 1 of the Settlement Agreement will be paid, by AMIT, in full, by the
Effective Date of the Settlement Agreement as amended in the Amendment to
Settlement Agreement and the Second Amendment to Settlement Agreement.
Therefore, the parties enter into this Third Amendment to Settlement Agreement
for the purpose of amending the Settlement Agreement in that regard, and making
such other amendments as are hereinafter set forth.
NOW, THEREFORE, BASED UPON THE FOREGOING RECITALS, THE PARTIES AGREE AS
FOLLOWS:
-2-
3
1. Schedule A to the Settlement Agreement (the "Settlement Schedule")
is revised in the manner indicated on Schedule A hereto.
2. Paragraph 1 of the Settlement Agreement is revised to read as
follows:
"1. SETTLEMENT AMOUNT:
AMIT shall pay to each Demand Depositor identified on
the Settlement Schedule the sum(s) described on the Settlement
Schedule as the "Settlement Amount" allocable to each Demand
Depositor's respective claim(s) as identified on the
Settlement Schedule, plus interest ("Interest Accrual") at the
rate of 8.6% per annum from and after November 9, 1994 until
paid in full on the portion of the Settlement Amount indicated
on the Settlement Schedule as the "Interest Accrual Basis"
allocable to each Demand Depositor's respective claim(s)."
3. Paragraph No. 2 of the Settlement Agreement shall be deleted in its
entirety, and shall be replaced by the following:
-3-
4
"2. METHOD OF PAYMENT:
The Settlement Amount plus the Interest Accrual shall
be paid by AMIT to MAE GP, as agent for the Demand Depositors
not later than ten (10) days after AMIT receives the cash
portion of the settlement embodied in the AMIT/Angeles
Agreement (the"Effective Date")."
4. The phrase "Cash Payment" referenced on the third line of Paragraph
No. 5 of the Settlement Agreement is deleted and replaced with the phrase
"payments referenced in Paragraph No. 1 hereof".
5. Exhibit Nos. 1, 2, 3, and 4, are deleted from the Settlement
Agreement.
6. Exhibit No. 6 to the Settlement Agreement is amended as set forth on
Exhibit "6" hereto.
7. Except as otherwise expressly set forth herein, the Settlement
Agreement, the Amendment to Settlement Agreement and the Second Amendment to
Settlement Agreement shall remain in full force and effect.
-4-
5
8. This Third Amendment to Settlement Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument. Any party may
deliver to the other party a facsimile copy of an executed counterpart of this
Third Amendment to Settlement Agreement and upon the other party's receipt of
such facsimile counterpart, an executed counterpart of this Third Amendment to
Settlement Agreement shall be deemed to have been delivered; provided, however,
that the original of any facsimile counterpart shall be furnished to the
recipient of the of the facsimile counterpart in due course.
Dated: April __, 1995 ANGELES MORTGAGE INVESTMENT TRUST,
a California business trust
By:_______________________________
Ronald J. Consiglio
Its: President
Dated: April __, 1995 INSIGNIA FINANCIAL GROUP, INC.,
a Delaware corporation
By:_______________________________
Its: Executive Managing Director
Dated: April __, 1995 ANGELES INVESTMENT PROPERTIES
INC., a California corporation
By:_______________________________
Its:______________________________
[SIGNATURES CONTINUE ON NEXT PAGE]
-5-
6
Dated: April __, 1995 ANGELES PROPERTIES, INC.,
a California Corporation
By:_______________________________
Its:______________________________
Dated: April __, 1995 MAE GP CORPORATION,
a Delaware corporation
By:_______________________________
Its:______________________________
Dated: April __, 1995 NORTHBROOK APARTMENTS, LTD., a
California limited partnership
By: MAE Ventures, Inc.
By:_______________________________
Its:______________________________
Dated: April __, 1995 LAKE AVENUE OFFICES, LTD., a
California limited partnership
By: MAE Ventures, Inc.
By:_______________________________
Its:______________________________
[SIGNATURES CONTINUE ON NEXT PAGE]
REFERENCE: AMIT/INSIGNIA THIRD AMENDMENT TO SETTLEMENT AGREEMENT
-6-
7
Dated: April __, 1995 OCEAN WATERWAYS PARTNERS, LTD., a
California limited partnership
By: Angeles Properties, Inc.
By:_______________________________
Its:______________________________
Dated: April __, 1995 TERRA SIESTA COMMUNITIES, LTD., a
California limited partnership
By: Angeles Investment Properties,
Inc.
By:_______________________________
Its:______________________________
Dated: April __, 1995 TERRA SIESTA PARTNERS, LTD., a
California limited partnership
By: Angeles Properties, Inc.
By:_______________________________
Its:______________________________
Dated: April __, 1995 ANGELES REALTY CORPORATION,
a California corporation
By:_______________________________
Its:______________________________
[SIGNATURES CONTINUE ON NEXT PAGE]
REFERENCE: AMIT/INSIGNIA THIRD AMENDMENT TO SETTLEMENT AGREEMENT
-7-
8
Dated: April __, 1995 LA COLINA RANCH APARTMENTS, LTD.,
a California limited partnership
By: MAE Ventures, Inc.
By:_______________________________
Its:______________________________
Dated: April __, 1995 ANGELES PARK COMMUNITIES, LTD.,
a California limited partnership
By: Angeles Realty Corporation
By:_______________________________
Its:______________________________
Dated: April __, 1995 ANGELES FORT WORTH OPTION JOINT
VENTURE, a California partnership
By: Angeles Income Properties,
Ltd., IV
By: Angeles Realty Corporation II
By:_______________________________
Its:______________________________
Dated: April __, 1995 ANGELES INCOME PROPERTIES IV,
a California limited partnership
By: Angeles Realty Corporation II
By:_______________________________
Its:______________________________
[SIGNATURES CONTINUE ON NEXT PAGE]
REFERENCE: AMIT/INSIGNIA THIRD AMENDMENT TO SETTLEMENT AGREEMENT
-8-
9
Dated: April __, 1995 ANGELES REALTY CORPORATION II,
a California corporation
By:_______________________________
Its:______________________________
REFERENCE: AMIT/INSIGNIA THIRD AMENDMENT TO SETTLEMENT AGREEMENT
-9-