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EXHIBIT 4
CONFIDENTIALITY AGREEMENT
This confidentiality agreement ("Agreement") is entered into between Angeles
Mortgage Investment Trust ("AMIT") and Insignia Financial Group, Inc. ("IFG"),
on behalf of itself and Affiliates of IFG (as hereinafter defined),
(collectively "Insignia") effective December 3, 1996.
AMIT understands that Insignia is interested in evaluating AMIT in connection
with a potential investment, acquisition, business combination or similar
transaction involving AMIT (an "Extraordinary Transaction"). AMIT may after
the effective date of this Agreement provide Insignia with information
concerning the operations and business of AMIT. Insignia understands that such
information may be confidential and proprietary to AMIT and AMIT and Insignia
agree that any information provided prior to the effective date of this
Agreement is not governed by the terms of this Agreement. Information provided
to Insignia after the effective date of this Agreement shall be considered
"Evaluation Information" only if it is in writing and provided to Xxxxxx X.
Xxxxxx, Xxxxx X. Aston or Xxxxx X. Xxxxxxxx ("Authorized Persons") and one of
the Authorized Persons agrees in writing that such information is Evaluation
Information for purposes of this Agreement. By signing this Agreement and
returning it to AMIT, Insignia agrees to maintain the confidentiality of the
Evaluation Information in the manner required by the terms of
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this Agreement. Notwithstanding the foregoing, Evaluation Information shall
not include information which is or becomes available to the public other than
as a result of disclosure in breach of this Agreement or information which is
or becomes available to Insignia from a source (other than AMIT or its agents)
who is not known by Insignia to be a party to a confidentiality agreement with
AMIT prohibiting disclosure of such information. Affiliate for purposes hereof
shall mean and be limited to "affiliates" as defined in Rule 405 under the
Securities Act of 1933 provided that a shareholder of IFG, other than Xxxxxx X.
Xxxxxx, shall not be considered an Affiliate of IFG for purposes hereof unless
such shareholder is otherwise an Affiliate of IFG or has agreed with IFG or an
Affiliate of IFG, as of the effective date hereof or during the Standstill
Period (as hereinafter defined), to act together for the purpose of acquiring,
holding, voting or disposing of shares of AMIT.
By executing this Agreement, Insignia acknowledges that the Evaluation
Information is valuable confidential property of AMIT and AMIT and Insignia
agree as follows:
a) Subject to the terms hereof and for a period of 3 years from the date
hereof Insignia will use the Evaluation Information solely for the
purpose of evaluating AMIT in connection with an Extraordinary
Transaction and, subject to the terms hereof, will not disclose the
Evaluation Information to any person for any other private or
commercial purpose;
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b) Subject to the terms hereof, Insignia will take all appropriate
measures to safeguard the confidentiality of the Evaluation
Information and to discuss it only with those employees and outside
advisors or financing sources to whom disclosure is reasonably
required for Insignia's analysis of AMIT in connection with an
Extraordinary Transaction;
c) Prior to showing the Evaluation Information, or discussing it with any
of the individuals in (b) above, Insignia will advise such individuals
of the confidentiality of the Evaluation Information and will require
that such individuals agree to maintain the confidentiality of the
Evaluation Information subject to the terms hereof. If Insignia
elects to show the Evaluation Information to professional advisors,
including, without limitation, independent accountants or investment
bankers, it will require such advisors (other than its attorneys) to
agree in writing to maintain the confidentiality of the Evaluation
Information in accordance with the terms hereof;
d) Upon written request from AMIT, Insignia will return all of the
Evaluation Information to AMIT and keep no copies other than one copy
for archival purposes;
e) Insignia will not purchase any of AMIT's shares without prior written
approval of AMIT at any time for the period (the "Standstill Period")
commencing the date hereof and
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ending at 6:00 A.M. Los Angeles Time, on the 14th day following the
date Insignia gives AMIT written notice that Insignia elects to
terminate the Standstill Period. In determining the number of days
pursuant to this paragraph (e), the day on which notice is given shall
be included.
f) That AMIT might be irreparably harmed by violation of this Agreement,
and that the use of the Evaluation Information by another party could
enable such a party to compete unfairly with AMIT. Accordingly, AMIT
shall be entitled to injunctive relief and to enforcement by specific
performance of this Agreement, in addition to any other relief to
which either may be entitled at law and in equity;
g) Subject to the terms of this Agreement, that neither this Agreement
nor the disclosure to Insignia of the Evaluation Information shall
confer upon Insignia any license to or any other right, title or
interest in, or ownership of, any portion of the Evaluation
Information;
h) That AMIT and its representatives make no representation or warranty
to the accuracy or completeness of the Evaluation Information and, to
the extent permitted by law, that neither AMIT nor any of its
representatives shall have any liability to Insignia as a result of
their participation in the evaluation of any Evaluation Information.
Only those particular representations or warranties which may be made
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in a definitive agreement when, and if executed, and subject to such
limitations and restrictions as may be specified therein, shall have
any legal effect and only the parties to such definitive agreement
shall have any rights with respect thereto;
i) Notwithstanding the terms hereof, nothing herein shall (A) restrict
Insignia in any way from taking any action or exercising any rights
which it may have as a shareholder of AMIT (with respect to shares of
AMIT acquired other than in violation of paragraph (e) of this
Agreement) and using any of the Evaluation Information in connection
therewith, including, without limitation, voting any such shares of
AMIT or signing a written consent in connection therewith (provided
that nothing herein shall restrict applicable federal and state
securities laws) or (B) constitute an acknowledgement of AMIT that
Insignia has any such rights or (C) restrict AMIT from challenging, on
any basis other than the terms of this Agreement, any action taken by
Insignia as a shareholder of AMIT (except with respect to shares
acquired in violation of paragraph (e) of this Agreement), or
otherwise restrict AMIT from taking any action against Insignia.
j) Notwithstanding the provisions hereof, Insignia may disclose
Evaluation Information to the extent required by law.
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k) Any notice to AMIT under this Agreement shall be deemed given when it
is sent and shall be sent by facsimile or private courier warranting
same or next day delivery addressed as follows:
Xxxxxx X. Xxxxxxxxx
Angeles Mortgage Investment Trust
000 X. Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Fax No.: (000) 000-0000
and
Xxxx Xxxxxx, Esq.
Xxxxxxxxx Glusker Fields Claman
& Machtinger LLP
0000 Xxxxxx xx xxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Fax No.: (000) 000-0000
l) This Agreement shall be binding upon Insignia and AMIT, their
successors and assigns and shall be governed by and construed in
accordance with the law of the State of California. This Agreement
contains the entire agreement of the parties with respect to the
subject matter and may only be amended in a writing signed by the
parties. Any provision of this Agreement may only be waived in a
writing signed by the party to be charged with such waiver.
Dated December 11, 1996 Insignia Financial Group, Inc.
(for itself and its Affiliates
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Its: Executive Managing Director
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Dated December 11, 1996 Angeles Mortgage Investment Trust
/s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
Its: President
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