FIRST AMENDMENT TO SHAREHOLDER AGREEMENT
This First Amendment (the "Amendment") to the Shareholder Agreement
(the "Agreement"), dated as of June 15, 1999 by and among TriNet Corporate
Realty Trust, Inc. and each of the Shareholders of Starwood Financial Trust
listed on the signature page of this Amendment is made as of this 12th day of
July, 1999. Pursuant to the authority granted under Section 4.3 of the
Agreement, the parties hereto wish to amend the Agreement in the manner set
forth herein. Terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
1. Amendment. Section 3.1(a) of the Agreement is hereby deleted and replaced in
its entirety with the revised Section 3.1(a) attached to this Amendment as Annex
A.
3. No Other Amendments. Except as expressly otherwise amended herein, the
Agreement is in all respects ratified and confirmed and shall remain in full
force and effect in accordance with its terms.
4. Governing Law. This Amendment will be governed by, and construed in
accordance with, the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof,
except to the extent that this Amendment is required to be governed by the laws
of the State of Maryland.
5. Counterparts. This Amendment may be executed in counterparts, each of which
will constitute an original and all of which, when taken together, will
constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
TRINET CORPORATE REALTY TRUST, INC.
By: /s/ Xxxxx X. XxXxxxxxx
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Xxxxx X. XxXxxxxxx
Senior Vice President, Finance and
Chief Financial Officer
STARWOOD MEZZANINE INVESTORS, L.P.
By: Starwood Capital Group I, L.P.,
General Partner
By: BSS Capital Partners, L.P.,
General Partner
By: Sternlicht Holdings II, Inc.
General Partner
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Vice President
SOFI-IV SMT HOLDINGS, L.L.C.
By: Starwood Opportunity Fund IV, L.P.
Managing Member
By: SOFI IV Management , L.L.C.,
General Partner
By: Starwood Capital Group I, L.L.C.,
Managing Member
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
Senior Vice President
B HOLDINGS, L.L.C.
By: /s/ Madison Xxxxx
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Madison Xxxxx
Senior Managing Director
ANNEX A
ARTICLE III
CERTAIN COVENANTS
Section 3.1 Certain Covenants of Shareholders.
(a) Restriction on Transfer of Subject Shares, Proxies and
Noninterference. No Shareholder shall, prior to the Closing Date, directly or
indirectly: (A) (i) except pursuant to the terms of this agreement, (ii) except
for the conversion of Subject Shares at the Effective Time under the
Incorporation Merger Agreement or the Advisor Transaction and (iii) except, with
respect to SMT, for a transfer or sale of the SMT Shares in connection with a
foreclosure or other realization upon security under the GECC Pledge Agreement,
offer for sale, sell, transfer, pledge, tender, encumber, assign or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale, transfer,
encumbrance, assignment, or other disposition of, any or all of such
Shareholder's Subject Shares (any or all of such actions being a "Transfer");
(B) (i) except pursuant to the terms of this Agreement, (ii) except for the
execution and delivery of the Proxy and (iii) except, with respect to SMT, for
the right of the GECC Parties to exercise voting, consensual, foreclosure or
other realization rights with respect to the SMT Shares pursuant to Article 5(b)
of the GECC Pledge Agreement upon the occurrence of an "Event of Default" or
"Additional Acceleration Event" under the GECC Credit Agreement, grant any
proxies or powers of attorney, deposit any of such Shareholder's Subject Shares
into a voting trust or enter into a voting agreement with respect to any of such
Shareholder's Subject Shares; or (C) take any action that would reasonably be
expected to make any representation or warranty contained herein untrue or
incorrect or, except with respect to SMT for the exercise by the GECC Parties of
voting, consensual, foreclosure or other realization rights with respect to the
SMT Shares pursuant to Article 5(b) of the GECC Pledge Agreement upon the
occurrence of an "Event of Default" or "Additional Acceleration Event" under the
GECC Credit Agreement, have the effect of impairing the ability of such
Shareholder to perform such Shareholder's obligations under this Agreement or
preventing or delaying the consummation of any of the transactions contemplating
hereby or revoke or invalidate the Proxy; provided, however, that
notwithstanding anything in the foregoing to the contrary, a Shareholder may (1)
Transfer some or all of its Subject Shares to a Person so long as the
documentation relating to such Transfer provides that, and no such Transfer
shall be effected unless, any party acquiring Subject Shares in connection with
a Transfer will, immediately prior to any such Transfer, become a party to and
agree to be bound by this Agreement as a holder of Subject Shares and issue to
Company a proxy substantially in the form of the Proxy and (2) pledge its
Subject Shares to a lender in order to effect a bona-fide loan or financing
transaction with such lender (an "Exempt Transaction"), and such lender may
foreclose upon or sell such pledged Subject Shares so long as (i) such Exempt
Transaction is not intended to circumvent the transfer restrictions of this
Section 3.1(a) and (ii) the documentation relating to such Exempt Transaction
provides that any party acquiring such pledged Subject Shares in connection with
such Exempt Transaction will, upon acquiring such pledged Subject Shares, become
a party to this Agreement as a holder of Subject Shares and issue to Company a
proxy substantially in the form of the Proxy, except that any party acquiring
any SMT Shares in connection with a foreclosure, sale or other realization upon
security under the GECC Pledge Agreement shall not be required to become party
to this Agreement or issue a proxy to Company. For the avoidance of doubt, the
transactions entered into by SMT under the GECC Credit Agreement and the GECC
Pledge Agreement are acknowledged hereby as transactions not intended to
circumvent the restrictions of this Section 3.1(a).
