UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-14581
California Seven Associates Limited Partnership,
a California Limited Partnership
(Exact name of registrant as specified in its charter)
California 94-2970056
(State of Organization) (I.R.S. Employer Identification
No.)
900 Cottage Grove Road, South Building
Bloomfield, Connecticut 06002
(Address of principal executive offices)
Telephone Number: (203) 726-6000
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days
Yes X No
<PAGE>
Part I - Financial Information
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
<TABLE>
Balance Sheets
<CAPTION>
March 31, December 31,
1995 1994
Assets (Unaudited) (Audited)
<S> <C> <C>
Property and improvements, at cost:
Land and land improvements $20,563,613 $20,562,073
Buildings 109,983,485 109,890,874
Furniture and fixtures 13,049,229 13,030,382
Machinery and equipment 775,859 765,087
144,372,186 144,248,416
Less accumulated depreciation 49,180,343 48,128,827
Net property and improvements 95,191,843 96,119,589
Cash and cash equivalents 2,510,034 1,191,015
Earthquake insurance - partial
settlement receivable 9,250,000 --
Accounts receivable 297,332 488,885
Prepaid expenses and other assets 471,150 599,166
Total $107,720,359 $98,398,655
Liabilities and Partners' Deficit
Liabilities:
Liabilities not subject to compromise:
Accounts payable and accrued expenses $614,322 $357,719
Tenant security deposits 465,252 472,898
Unearned income 73,403 79,046
Earthquake insurance - partial
settlement unapplied 9,250,000 --
10,402,977 909,663
Postpetition liabilities subject to compromise:
Fees and reimbursements payable to the General
Partner and its affiliates 191,088 102,832
Prepetition liabilities subject to compromise:
Note and mortgages payable 111,983,903 111,983,903
Accrued interest payable 2,560,559 2,560,559
Accounts payable and accrued expenses 935,240 923,957
Fees and reimbursements payable to the
general partner and its affiliates 4,078,563 4,078,563
119,558,265 119,546,982
Total liabilities 130,152,330 120,559,477
Partners' deficit:
General Partner (767,557) (764,846)
Limited partners (362 Class A Units
and 3 Class B Units): (21,664,414) (21,395,976)
Total partners' deficit (22,431,971) (22,160,822)
Total $107,720,359 $98,398,655
The Notes to Financial Statements are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Statements of Operations
For the Three Months Ended March 31, 1995 and 1994
(Unaudited)
<CAPTION>
1995 1994
<S> <C> <C>
Property operating revenues:
Rental income $3,597,044 $3,694,079
Other 117,596 136,527
3,714,640 3,830,606
Property operating expenses:
Maintenance and repairs, furniture rental,
insurance, and other property operations 744,107 731,565
Real estate taxes 281,515 350,730
Management fees 128,802 143,185
Property administrative 743,398 711,877
1,897,822 1,937,357
Net property revenue 1,816,818 1,893,249
Other operating costs and expenses:
Depreciation 1,051,516 1,059,220
Management and administrative
fees to affiliates 74,548 75,634
Partnership administrative 19,752 43,443
Net cost (recovery) on business
interruption insurance 41,719 --
1,187,535 1,178,297
Net partnership operating income 629,283 714,952
Interest income 9,168 4,817
Interest expense (contractual interest
of $2,615,450 in 1995) (885,721) (2,615,450)
Net loss before reorganization items (247,270) (1,895,681)
Reorganization items:
Interest income 6,899 --
United States Trustee fees (5,000) --
Professional fees (25,778) --
Net loss $(271,149) $(1,895,681)
Net loss:
General Partner $(2,711) $(18,957)
Limited partners (268,438) (1,876,724)
$(271,149) $(1,895,681)
Net loss per Class A Unit: $(742) $ (5,184)
The Notes to Financial Statements are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Statements of Cash Flows
For the Three Months Ended March 31, 1995 and 1994
(Unaudited)
<CAPTION>
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $(271,149) $(1,895,681)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 1,051,516 1,059,220
Accounts receivable 191,553 35,183
Accounts payable and accrued expenses 256,603 241,425
Other, net 114,727 92,746
Liabilities subject to compromise 99,539 --
Net cash provided by (used in)
operating activities 1,442,789 (467,107)
Cash flows from investing activities:
Purchase of property and improvements (123,770) (28,685)
Net increase (decrease) in cash and
cash equivalents 1,319,019 (495,792)
Cash and cash equivalents, beginning of year 1,191,015 1,440,476
Cash and cash equivalents, end of period $2,510,034 $944,684
Supplemental disclosure of cash information:
Interest paid during period $885,721 $2,150,000
Fees paid in connection with reorganization $21,408 $--
The Notes to Financial Statements are an integral part of these statements.
</TABLE>
<PAGE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Notes to Financial Statements
(Unaudited)
Readers of this quarterly report should refer to the audited financial
statements for California Seven Associates Limited Partnership, a
California Limited Partnership ("the Partnership"), for the year ended
December 31, 1994 which are included in the Partnership's 1994 Annual
Report, as certain footnote disclosures which would substantially duplicate
those contained in such audited financial statements have been omitted from
this report.
1. Organization and Basis of Accounting
a) Organization: On September 16, 1994, the Partnership filed a
voluntary petition for bankruptcy protection under Chapter 11 of Title
11, United States Code. The Partnership's Chapter 11 bankruptcy
reorganization case is currently pending in the United States
Bankruptcy Court for the Central District of California. The
Partnership's goal is to maximize recovery by creditors and partners
by preserving the Partnership as a viable entity with a going concern
value. The financial statements do not include any adjustments
relating to the recoverability of reported asset amounts or the
amounts of liabilities that might result from the outcome of this
uncertainty.
b) Basis of Presentation: The accompanying financial statements were
prepared in accordance with generally accepted accounting principles.
It is the opinion of management that the financial statements
presented reflect all the adjustments necessary for a fair
presentation of the financial condition and results of operations.
Certain amounts in the 1994 financial statements have been
reclassified to conform to the 1995 presentation.
c) Cash and Cash Equivalents: Short-term investments with a maturity of
three months or less at the time of purchase are reported as cash
equivalents. At March 31, 1995 the Partnership had cash and cash
equivalents classified as cash collateral used for operations of the
properties totalling $613,691. In addition, at March 31, 1995, cash
and cash equivalents include amounts the Partnership is required to
maintain in segregated cash collateral accounts for security deposits,
taxes and insurance and the Sherman Oaks deductible. The balances of
these accounts at March 31, 1995 were $475,989, $750,115 and $501,302,
respectively. The Partnership had unencumbered cash and cash
equivalents at March 31, 1995 of $168,937
2. Petition for Relief Under Chapter 11
On September 16, 1994, the Partnership filed a petition for relief under
Chapter 11 of the Federal Bankruptcy Code in the United States Bankruptcy
Court for the Central District of California. Under Chapter 11, certain
claims against the Debtor in existence prior to the filing of the petitions
for relief under the Federal bankruptcy laws are stayed while the Debtor
continues business operations as Debtor in Possession. These claims are
reflected in the accompanying balance sheets as "prepetition liabilities
subject to compromise."
<PAGE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Notes to Financial Statements - Continued
(Unaudited)
Additional claims may arise subsequent to the filing date resulting from
the rejection of executory contracts and from the determination by the
Court of allowed claims for contingencies and other disputed amounts.
Claims secured against the Partnership's assets are stayed, although the
holders of such claims have the right to move the court for relief from the
stay. Secured claims are secured by liens on the Partnership's property
and improvements.
On September 22, 1994, the Partnership entered into a Letter Agreement
with the first mortgage lender which defines and authorizes the use of cash
collateral. The Partnership was granted use of collateral pursuant to the
Letter Agreement until June 30, 1995. All excess cash flow from property
operations after payment of property operating expenses, allowed capital
expenditures, and funding of agreed upon segregated cash collateral
accounts, is remitted to the first mortgage lender monthly.
As part of the Partnership's Motion for Use of Cash Collateral, the
Partnership requested all use of property that may be cash collateral in
the form of rental revenues and insurance proceeds to repair the Sherman
Oaks property. On February 1, 1995, the Court held a hearing on the use of
cash collateral to repair Sherman Oaks and denied the Partnership's Motion
without prejudice after determining that the issue should be decided in the
context of the confirmation of the Partnership's plan of reorganization.
On or about December 6, 1994, the first mortgage lender commenced a
declaratory action against the Partnership, claiming that the second lien
holder is an insider as defined under 11 U.S.C. Sec. 101. The Partnership
filed an answer to the Complaint denying that the second lien holder is an
insider as that term is defined in the Bankruptcy Code. A status hearing
was held on February 21, 1995, and after arguments by counsel, the Court
set the discovery deadline and scheduled the continued status conference
both for May 22, 1995.
On or about January 30, 1995, the first mortgage lender filed a Motion
for Relief from the Automatic Stay. The Partnership filed an Opposition to
the Motion. A hearing was held on February 21, 1995. After hearing
arguments by counsel, the court set a date for a final evidentiary hearing
on the Motion for Relief from Stay for April 18, 1995.
On April 18, 1995, the Court held a final evidentiary hearing on the
Motion for Relief from the Automatic Stay. After hearing arguments and
representations of counsel, the Court continued the hearing until July 12,
1995.
On March 17, 1995, the Partnership filed its proposed Plan of
Reorganization under Chapter 11 of the Bankruptcy Code dated March 16,
1995, together with a Disclosure Statement Pursuant to Section 1125 of the
Bankruptcy Code. On March 17, 1995, the Court set the hearing on the
<PAGE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Notes to Financial Statements - Continued
(Unaudited)
Partnership's Disclosure Statement for April 18, 1995. The Partnership's
period for soliciting acceptances to the plan expires on June 7, 1995,
unless otherwise extended by the Court.
On April 17, 1995, the Partnership filed with the Bankruptcy Court
certain Non-material Amendments to the Disclosure Statement. On April 18,
1995, the Bankruptcy Court held a hearing and acted upon the approval of
the Partnership's Disclosure Statement together with the Non-material
Amendments. After considering the Disclosure Statement and the Non-
material Amendments thereto, the Court ruled that certain additional
information should be included in the Partnership's Disclosure Statement.
The Court required the Partnership to file an Amended Disclosure Statement
which the Court, after considering objections, would act upon without
further hearing.
The Partnership subsequently filed its Amended Disclosure Statement and
Amended Plan of Reorganization on May 4, 1995. Also, in accordance with
the Court's ruling at the hearing on April 18, 1995, the Court set a
confirmation hearing on the Partnership's Amended Plan for July 12, 1995.
3. Property and Improvements and Note and Mortgages Payable
At March 31, 1995, the Partnership owned five operating apartment
properties located in California totaling 1,763 units with leases generally
for a term of one year or less. The Partnership owns a sixth property with
372 apartment units which was not operating and was unoccupied at March 31,
1995. All properties are pledged as security for the long-term debt.
Although the first and second mortgages payable represent secured claims
under the bankruptcy proceedings, there is uncertainty as to whether the
claims are undersecured or will be impaired under a plan of reorganization.
The mortgages payable, therefore, are classified as liabilities subject to
compromise in the accompanying balance sheet. Interest expense will be
recorded postpetition to the extent paid during the proceeding. The
Partnership has entered into a cash collateral agreement with the first
mortgage lender which calls for the payment of cash flow from operations,
rents less operating expenses and capital, on a monthly basis.
The Sherman Oaks property was severely damaged by the January 17, 1994
Southern California earthquake. The property is not operating and is
currently unoccupied. The Partnership's properties are covered by
insurance, including earthquake and business interruption; although the
policy carries a 5% deductible.
<PAGE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Notes to Financial Statements - Continued
(Unaudited)
On April 28, 1994, the Partnership received a $750,000 advance on the
business interruption policy for the earthquake damaged property. The
Partnership recorded the advance as income, "Net recovery on business
interruption insurance", for the year ended December 31, 1994. "Net cost
(recovery) on business interruption insurance" for the three months ended
March 31, 1995 were costs specifically associated with the earthquake. All
other income statement lines relating to the Sherman Oaks property include
only the activity related to the period from January 1, 1994 to January 16,
1994, or fixed operating expenses unrelated to the earthquake, if
applicable.
On March 9, 1995, the Partnership submitted a report, prepared as of
January 11, 1995, representing the Partnership's business interruption
claim, in the amount of $4,913,748 (prior to netting out the $750,000
advance the Partnership has already received for business interruption).
The income statement does not include any amounts relating to the pending
claim with the insurance company.
Of February 3, 1995, the insurance company carrying the first
$10,000,000 layer of earthquake insurance coverage offered to settle a
portion of the loss resulting from the earthquake. The appropriate
documents were executed in the second quarter of 1995 and on April 26,
1995, the Partnership received a partial insurance settlement of
$9,250,000. The application of the insurance proceeds to the outstanding
first mortgage payable or repair of the Sherman Oaks property will be
decided by the Court as part of the Plan confirmation process.
<PAGE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Notes to Financial Statements - Continued
(Unaudited)
4. Transactions with Affiliates
Fees and other expenses incurred by the Partnership related to the
General Partner or its affiliates are as follows:
Three Months Ended Unpaid at
March 31, March 31,
1995 1994 1995
Interest on assignment note(a) $-- $ 22,000 $502,334
Asset management fee 37,048 38,134 2,502,125
Administration and management fee -- -- 260,050
General partner's salary 37,500 37,500 937,500
Real Estate Advisory fee -- -- 518,750
Reimbursement (at cost) for
out of pocket expenses 9,338 6,545 46,856
Reorganization item:
Professional fees 4,370 -- 4,370
$ 88,256 $104,179 $4,771,985
(a) Postpetition interest is recorded to the extent it is paid.
Contractual interest on assignment note was $22,000 for the three
months ended March 31, 1995.
5. Litigation
[Theodore D. Cohen, et al v. California Seven Associates, et al., No.
657925 (Orange County, CA, May 16, 1991)] Plaintiffs in suit brought
against the Partnership and its General Partner are members of the class
participating in a federal court action in Chicago [In re VMS Securities
Litigation, No. 90 c 2412, N.D. Ill.] which has concluded in a settlement,
of which plaintiffs have been notified. Defendant has filed a Motion for
Summary Judgment. The likelihood of an unfavorable outcome or the extent
of any possible liability cannot be assessed at this time.
6. Going Concern
The Partnership plans to pursue confirmation of the Plan of
Reorganization, which contemplates repairing the Sherman Oaks property.
The outcome of this effort is unknown at this time. The financial
statements do not include any adjustments that might result from the
outcome of these uncertainties. Although every effort is being made to
preserve the Partnership as a going concern, the possibility remains that
the Partnership will cease its operations causing the complete loss of the
ownership interest held by the partners.
If the Partnership's effort to reorganize is unsuccessful, the
Partnership will likely lose the properties and improvements through
foreclosure with no cash available to partners. As a result of a
foreclosure, the Partnership would record extraordinary income on relief of
indebtedness.
<PAGE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
On September 16, 1994, the Partnership filed a voluntary petition for
reorganization under Chapter 11 of the Federal bankruptcy laws in the
United States Bankruptcy Court for the District of California. Pursuant to
Section 1108 of the Bankruptcy Code, the Partnership is managing and
operating its business as a debtor in possession and will continue to do so
pursuant to Sections 1107 and 1108 of the Bankruptcy Code unless otherwise
ordered by the Court.
Of February 3, 1995, the insurance company carrying the first
$10,000,000 layer of earthquake insurance coverage, offered to settle a
portion of the loss resulting from the earthquake. The appropriate
documents were executed in the second quarter of 1995 and on April 26,
1995, the Partnership received a partial insurance settlement of
$9,250,000. The application of the insurance proceeds to the outstanding
first mortgage payable or repair of the Sherman Oaks property will be
decided by the Court as part of the Plan confirmation process.
On March 9, 1995, the Partnership submitted a report, prepared as of
January 11, 1995, representing the Partnership's business interruption
claim, in the amount of $4,913,748 (prior to netting out the $750,000
advance the Partnership has already received for business interruption).
On or about January 30, 1995, the first mortgage lender filed a Motion
for Relief from the Automatic Stay. The Partnership filed an Opposition to
the Motion. A hearing was held on February 21, 1995. After hearing
arguments by counsel, the court set a date for a final evidentiary hearing
on the Motion for Relief from Stay for April 18, 1995.
On April 18, 1995, the Court held a final evidentiary hearing on the
Motion for Relief from the Automatic Stay. After hearing arguments and
representations of counsel, the Court continued the hearing until July 12,
1995.
On March 17, 1995, the Partnership filed its proposed Plan of
Reorganization under Chapter 11 of the Bankruptcy Code dated March 16,
1995, together with a Disclosure Statement Pursuant to Section 1125 of the
Bankruptcy Code. On March 17, 1995, the Court set the hearing on the
Partnership's Disclosure Statement for April 18, 1995. The Partnership's
period for soliciting acceptances to the plan expires on June 7, 1995,
unless otherwise extended by the Court.
On April 17, 1995, the Partnership filed with the Bankruptcy Court
certain Non-material Amendments to the Disclosure Statement. On April 18,
1995, the Bankruptcy Court held a hearing and acted upon the approval of
the Partnership's Disclosure Statement together with the Non-material
Amendments. After considering the Disclosure Statement and the Non-
<PAGE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
material Amendments thereto, the Court ruled that certain additional
information should be included in the Partnership's Disclosure Statement.
The Court required the Partnership to file an Amended Disclosure Statement
which the Court, after considering objections, would act upon without
further hearing.
The Partnership subsequently filed its Amended Disclosure Statement and
Amended Plan of Reorganization on May 4, 1995. Also, in accordance with
the Court's ruling at the hearing on April 18, 1995, the Court set a
confirmation hearing on the Partnership's Amended Plan for July 12, 1995.
The Partnership plans to pursue confirmation of the Plan of
Reorganization. The outcome of this effort is unknown at this time.
Although every effort is being made to preserve the Partnership as a going
concern, the possibility remains that the Partnership will cease its
operations causing the complete loss of the ownership interests held by the
partners.
If the Partnership's effort to reorganize is unsuccessful, the
Partnership will likely lose the Project through foreclosure with no cash
available to Partners. A foreclosure would result in an income allocation
to the Partners; although, if a limited partner's ownership interest in the
Partnership is the partner's only passive activity and the limited partner
has been suspending passive loss allocations as required by the Tax Reform
Act of 1986, the suspended losses available are estimated to be more than
the potential foreclosure income allocation, resulting in an available net
loss. In a year in which the Project is disposed of and the Partnership
dissolved, any cumulative suspended loss will be available for use by a
limited partner to offset ordinary income.
Results of Operations
During 1994, the apartment submarkets in which the Partnership's
properties operate remained stable in terms of occupancy percentages and
new construction. Absorption of existing units continued and rental rates
began to increase slightly. Contributing to the Partnership's improved net
property revenue results (property level revenues less property level
operating expenses) for 1994, as compared with 1993, was a decrease in
OAKWOOD related costs due to the conversion of Mission Bay East from
OAKWOOD operations to conventional apartments effective January 1, 1994.
Net property revenues for the three months ended March 31, 1995, decreased
approximately 3% as compared with the fourth quarter of 1994, adjusted for
Sherman Oaks activity and other incomparable activity. Property revenues
remained flat in 1995 while property level expenses increased slightly in
total.
<PAGE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The Sherman Oaks property was severely damaged by the Southern
California earthquake on January 17, 1994. The property was evacuated and
city inspectors classified the property as unsafe for use. The property is
not operating and is unoccupied. As a result, the property generated no
revenue in 1995, and only a nominal amount in 1994, and has incurred only
necessary operating expenses and expenses related to the earthquake since.
Sherman Oaks' results for the three months ended March 31, 1995, as
compared with the same period in 1994, were affected as follows: Rental
income decreased approximately $99,000, other income decreased
approximately $7,000, property operating expenses decreased approximately
$72,000, real estate taxes decreased approximately $37,000, management fees
decreased approximately $12,000 and property administrative expenses
decreased approximately $82,000. The following analytical comments have
been limited to the Partnership's five operating properties.
At Mission Bay East, average occupancy increased approximately 4% for
the three months ended March 31, 1995, as compared with the same period in
1994. Less corporate business in the first quarter of 1995, however,
decreased rental income slightly as corporate rates are higher than
conventional rates. Rental income at Arbor Park decreased nominally as a
slight increase in rates in 1994 partially offset the decrease in average
occupancy for 1995. These decreases were offset by increased rental income
at Amberway resulting from increased average occupancy.
Other income decreased for the three months ended March 31, 1995, as
compared with the same period in 1994, due primarily to decreased
laundry revenue and cleaning fees earned at Arbor Park.
Overall, property operating expenses increased for the three months
ended March 31, 1995, as compared to the same period of the previous year.
Insurance expense increased approximately $83,000 for the five properties
in total. In addition, Amberway and Arbor Park had increased non-routine
maintenance for carpet and vinyl replacements. Partially offsetting these
increases were decreased non-routine maintenance for carpet and vinyl
replacements at Mission Bay East and decreased furniture rental expense at
West Los Angeles.
Property taxes decreased for the three months ended March 31, 1995, as
compared with the same period in 1994, due to decreased assessed values for
fiscal year 1995 (July 1, 1994 to June 30, 1995) at all properties.
The increase in property administrative expense for the three months
ended March 31, 1995, as compared with the same period in 1994, was the
result of increased direct and indirect payroll related costs at West Los
Angeles, Mission Bay East and Arbor Park. In addition, advertising costs
increased for the three months at West Los Angeles and Arbor Park.
The decrease in partnership administrative expense for the three months
ended March 31, 1995, as compared with the same period in 1994, was due
primarily to a decrease in legal fees incurred.
The increase in interest income for the three months ended March 31,
1995, as compared with the same period in 1994, was due to the increase in
interest rates.
<PAGE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Occupancy
The following is a listing of approximate physical occupancy levels by
quarter for the Partnership's investment properties:
1994 1995
At 3/31 At 6/30 At 9/30 At 12/31 At 3/31
The Anaheim Property 83% 81% 89% 95% 92%
The Huntington Beach Property 95% 98% 99% 94% 94%
The West Los Angeles Property 87% 92% 87% 83% 91%
The San Diego Property 84% 93% 95% 92% 95%
The Sherman Oaks Property (a) N/A N/A N/A N/A N/A
The Upland Property 91% 90% 91% 95% 85%
(a) The property was severely damaged by the January 17, 1994 Southern
California earthquake. The property was evacuated and considered
unsafe for use. Therefore, occupancy is not applicable for 1994 and
1995.
Part II - Other Information
Item 1. Legal Proceedings
The information included in the "Notes to Financial Statements, Note 5.
Litigation" on page 6 of the Partnership's March 31, 1995 Financial
Statements, is incorporated by reference.
The information included in the "Notes to Financial Statements, Note 2.
Petition for Relief Under Chapter 11" on page 7 of the Partnership's March
31, 1995 Financial Statements, is incorporated by reference.
Item 2. Changes in the Rights of the Partnership Security Holders
(b) On September 16, 1994, the Partnership filed a petition for relief
under Chapter 11 of the Federal bankruptcy laws. The voluntary
reorganization action may provide for a reorganization of the debt and
equity structure of the Partnership business which may change the rights
and form of the equity interests of the Partnership.
Item 3. Defaults by the Partnership on its Senior Securities
On September 16, 1994, the Partnership filed a petition for relief under
Chapter 11 of the Federal bankruptcy laws. On the filing date, the
Partnership was in default on its second mortgage loan obligation.
Although the second mortgage holder had acknowledged the default, the
Partnership did not receive a notice of acceleration. Due to the Chapter
11 proceedings, claims secured against the Partnership assets are stayed.
The balance of the second mortgage note at March 31, 1995 was $14,000,000
plus $1,699,892 of accrued and unpaid interest.
<PAGE>
California Seven Associates Limited Partnership,
a California Limited Partnership
(Debtor in Possession)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2.2 Amended Plan of Reorganization under Chapter 11 of the Bankruptcy
Code for California Seven Associates Limited Partnership, Debtor
and Debtor in Possession, Proposed by the Debtor, Dated April 25,
1995.
27 Financial Data Schedule
(b) No Form 8-Ks were filed during the three months ended March 31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
California Seven Associates Limited Partnership,
a California Limited Partnership
By: CIGNA Realty Resources, Inc. - Seventh,
General Partner
Date: May 11, 1995 By: /s/ John D. Carey
John D. Carey, President and Controller
(Principal Executive Officer)
(Principal Accounting Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<PERIOD-TYPE> 3-MOS
<CASH> 2510034
<SECURITIES> 0
<RECEIVABLES> 9547332
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 144372186
<DEPRECIATION> 49180343
<TOTAL-ASSETS> 107720359
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 107720359
<SALES> 0
<TOTAL-REVENUES> 3714640
<CGS> 0
<TOTAL-COSTS> 1897822
<OTHER-EXPENSES> 1187535
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 885721
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (271149)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (271149)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
EXHIBIT 2.2
Clifton R. Jessup, Jr.
Bruce H. White
DIXON & DIXON LTD., L.L.P.
2500 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202
Telephone: (214) 754-0155
FAX: (214) 754-0704
And
J. Scott Bovitz (#93548)
Of Counsel
DIXON & DIXON LTD., L.L.P.
333 S. Grand Avenue, Suite 2000
Los Angeles, California 90071-1524
Telephone: (213) 346-8310
FAX: (213) 620-1811
Attorneys for Debtor
and Debtor in Possession
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
In re ) Case No. SA 94-19491-JR
)
CALIFORNIA SEVEN ASSOCIATES ) Chapter 11
LIMITED PARTNERSHIP, a )
California Limited Partnership, ) AMENDED PLAN OF
) REORGANIZATION UNDER
) CHAPTER 11 OF THE
Debtor. ) BANKRUPTCY CODE FOR
) CALIFORNIA SEVEN ASSOCIATES
) LIMITED PARTNERSHIP, DEBTOR
) AND DEBTOR IN POSSESSION,
) PROPOSED BY THE DEBTOR,
) DATED APRIL 25, 1995
Employer Tax I.D. # 94-2970056 )
) Date: July 12, 1995
) Time: 9:30 a.m.
) Place: Courtroom 606
) 34 Civic Center Plaza
) Santa Ana, CA 92701
<PAGE>
California Seven Associates Limited Partnership, a
California Limited Partnership, the Debtor and Debtor in
Possession in the above-captioned Chapter\11 case, proposes the
following Amended Plan of Reorganization (the "Plan") pursuant
to 11\U.S.C. s\1121(a).
Reference is made to the Amended Disclosure Statement
(the "Disclosure Statement") filed by the Proponent dated April
25, 1995, which discusses CAL\7, and its history, business,
management, Properties, financial information and results of
operations. The Disclosure Statement also contains a summary
and analysis of this Plan. Creditors are urged to consult the
Disclosure Statement before voting to accept or reject this
Plan.
NO SOLICITATION MATERIALS OTHER THAN THE DISCLOSURE
STATEMENT AND RELATED MATERIALS TRANSMITTED HEREWITH AND
APPROVED BY THE BANKRUPTCY COURT HAVE BEEN AUTHORIZED BY THE
BANKRUPTCY COURT FOR USE IN SOLICITING ACCEPTANCES OR
REJECTIONS OF THIS PLAN.
ARTICLE I
DEFINITIONS AND INTERPRETATION
A. TERMS DEFINED IN THIS PLAN
In addition to such other terms as are defined in other
sections of the Plan, the following capitalized terms shall
have the following meanings:
1.01. "Acceptance" shall have the same meaning
contained in Section 1126 of the Bankruptcy Code (11 U.S.C.
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<PAGE>
s\1126) and requires that holders of a Class of Claims against
the Debtor accept this Plan by at least two thirds in dollar
amount and more than one half in number of such Class of Claims.
1.02. "Administrative Claim" shall mean a Claim for
any cost or expense of administration in connection with this
Case of a kind specified in Section 364(c)(1) of the Bankruptcy
Code (11 U.S.C. \364(c)(1)) or in Section 503(b) of the
Bankruptcy Code (11 U.S.C. s\503(b)) and referred to in Section
507(a)(1) of the Bankruptcy Code (11 U.S.C. s\507(a)(1)),
including without limitation, the actual, necessary costs and
expenses of preserving the Estate and of operating the business
of the Debtor, including wages, salaries, commissions or any
other compensation for services rendered after the commencement
of the bankruptcy Case, compensation for legal or other
services and reimbursement of costs and expenses under Sections
330(a) or 331 of the Bankruptcy Code (11 U.S.C. ss\330(a) or
331) or otherwise allowed by the Court, and all fees and
charges assessed against the Estate under Chapter 123,
Title\28, United States Code (28 U.S.C. ss\1911 et seq.).
1.03. "Administrative Convenience Claim" shall mean
the Unsecured Claim in the amount of $1000 or less, or an
Unsecured Claim voluntarily reduced to $1000 by the election of
the holder of the Unsecured Claim.
1.04. "Administrative Convenience Class" shall mean
all Unsecured Creditors of the Debtor with Claims of $1000 or
less or Claims voluntarily reduced to $1000.
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<PAGE>
1.05. "Affiliate" shall have the same meaning as such
term is defined in Section 101(2) of the Bankruptcy Code (11
U.S.C. s\101(2)).
1.06. "Allowed Administrative Claim" shall mean all
or that portion of any Administrative Claim which has been
allowed by a Final Order of the Bankruptcy Court or is
otherwise allowed under relevant provisions of the Bankruptcy
Code or is expressly designated an Allowed Administrative
Expense Claim under this Plan.
1.07. "Allowed Amount" shall mean the dollar amount
of an Allowed Claim or Allowed Interest.
1.08. "Allowed Claim" shall mean a Claim, whether or
not complete evidence of such Claim is set forth in an
applicable Proof of Claim or in this Plan, other than an
Administrative Claim, that:
(a) either
(1) is scheduled by the Debtor pursuant to the
Bankruptcy Code, other than a Claim scheduled as
disputed, contingent or unliquidated, or
(2) proof of which has been timely filed with
the Court pursuant to the Bankruptcy Code or any
order of the Court, or later filed with leave of
the Court after notice and a hearing; and
(b) either
(1) no objection to the allowance of which or
a motion to expunge has been interposed before any
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<PAGE>
final date for the filing of such objections or
motions set forth in the Confirmation Order, or
(2) any objection to the allowance of which or
a motion to expunge has been overruled by a Final
Order, or
(3) which has otherwise been allowed by a
Final Order or designated as an Allowed Claim
under this Plan.
1.09. "Allowed Interest" shall mean an Interest in
the partnership of the Debtor, held either by the General
Partner or by Limited Partners, and either that is not a
Disputed Interest or that has been allowed by a Final Order.
1.10. "Bankruptcy Code" or "Code" shall mean the
Bankruptcy Reform Act of 1978, as subsequently amended,
principally codified at 11 U.S.C. \101, et seq.
1.11. "Bankruptcy Court" or "Court" shall mean the
United States Bankruptcy Court for the Central District of
California (Santa Ana Division), or, if such court ceases to
have jurisdiction over the Case, such court or adjunct thereof
that exercises jurisdiction over the Case in lieu of the
Bankruptcy Court for the Central District of California, having
jurisdiction over the Case.
1.12. "Bankruptcy Rules" shall mean the Federal Rules
of Bankruptcy Procedure promulgated by the United States
Supreme Court pursuant to Section 2075 of Title 28, United
States Code, and, where appropriate, the Local Bankruptcy Rules
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<PAGE>
for the United States Bankruptcy Court for the Central District
of California to the extent applicable in this Case.
1.13. "Bar Date" shall mean January 30, 1995, the
date set by the Court for filing a proof of Claim or Interest
in this Case.
1.14. "Business Day" shall mean any day except
Saturday, Sunday or any other day on which the law authorizes
commercial banks in the City of Santa Ana, California, to be
closed.
1.15. "CAL 7" shall mean California Seven Associates
Limited Partnership, a California Limited Partnership, the
Debtor and Debtor in possession in the above-captioned case.
1.16. "Case" shall mean the Chapter 11 case commenced
in the Court by the Debtor on the Petition Date.
1.17. "Cash" shall mean cash and cash equivalents
which evidence immediately available funds.
1.18. "Chapter 5 Causes of Action" shall mean all
claims of the Debtor and Reorganized Debtor against any and all
third parties, including without limitation, claims for the
recovery of (a)\transfers of cash, offsets, debt forgiveness
and other types or kinds of property, or the value thereof,
recoverable exclusively pursuant to Sections 544, 545, 547,
548, 549, 550 and 553 of the Code; (b)\damages, general or
exemplary or both relating to or based upon (1)\fraud,
negligence, gross negligence, willful misconduct, or any tort
5
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<PAGE>
actions, (2)\violations of Federal or State securities laws,
(3)\violations of applicable corporate laws, (4)\breaches of
fiduciary or agency duties, (5)\breaches of causes of action
based upon alter ego or other liability theories; (c)\damages
based upon any other claim of the Debtor, to the extent not
specifically compromised or released pursuant to the Plan or an
agreement referred to, or incorporated into, the Plan or Final
Order entered after notice and opportunity for hearing; (d)\any
claims of the Debtor for equitable subordination under Section
510(c) of the Code or under other applicable laws; and (e)\all
unresolved objections to any Disputed Claims.
1.19. "Chapter 5 Recoveries" shall mean the rights of
the Debtor or any assignee to any proceeds from (a)\any award,
judgment or other determination rendered or made in favor of
the Debtor or assignee as to any Chapter 5 Cause of Action or
(b)\any compromise or settlement entered into by or on behalf
of the Debtor or on behalf of the Estate.
1.20. "Chapter 11" shall mean Chapter 11 of the
Bankruptcy Code.
1.21. "Claim" shall mean a claim against the Debtor,
whether or not asserted, as defined in Section 101(5) of the
Bankruptcy Code (11 U.S.C. \101(5)) by whatever right the
Claimant may have against the Debtor.
1.22. "Claimant" shall mean the holder of a Claim.
1.23. "Class" shall mean a category of holders of
Claims or Interests as provided in Article II of this Plan.
6
6159C/10566.9
<PAGE>
1.24. "Collateral" shall mean any property of the
Debtor subject to a valid and enforceable lien to secure the
payment of a Claim.
1.25. "Confirmation" shall mean the entry of an order
by the Court confirming this Plan.
1.26. "Confirmation Date" shall mean the date of the
entry of the Confirmation Order by the Bankruptcy Court Clerk's
Office.
1.27. "Confirmation Order" shall mean the order
signed by the Court confirming this Plan.
1.28. "Congen" shall mean Congen Properties, Inc., a
Delaware corporation, a creditor holding the second lien on the
Properties.
1.29. "Congen Claim" shall mean the Claim held by
Congen evidenced by that certain promissory note dated October
25, 1990 in the original principal amount of $14,000,000 with
related deeds of trust and other security documents executed by
CAL 7 and delivered to Congen, as supplemented and amended and
all related documents which shall be treated as an Allowed
Claim as to principal and accrued interest.
1.30. "Creditor" shall mean the holder of an Allowed
Claim against the Debtor.
1.31. "Creditors' Committee" shall mean the Official
Committee of Unsecured Creditors appointed in this Case
pursuant to Section 1102 of the Code.
1.32. "Debtor" shall mean CAL 7, Debtor and Debtor
7
6159C/10566.9
<PAGE>
in Possession in the above-captioned Case.
1.33. "Debtor's Financial Projections" shall mean the
financial projections attached to this Plan as Exhibit "A".
1.34. "Designee" of any person shall mean any Entity
appointed in any writing executed and delivered by such person
for the purpose or purposes specified in such writing. Such
person shall be permitted to appoint different Designees for
different purposes.
1.35. "Disallowed Claim" shall mean any Claim or
portion thereof which has been disallowed by a Final Order.
1.36. "Disclosure Statement" shall mean the Amended
Disclosure Statement pursuant to Section 1125 of the Bankruptcy
Code with respect to the Plan of Reorganization Under Chapter
11 of the Bankruptcy Code Proposed by the Debtor Dated April
25, 1995, together with any amendments or modifications thereto.
1.37. "Disputed Claim" shall mean: (a)\a Claim as to
which, if no proof of Claim has been Filed by the Claims Bar
Date or has otherwise been deemed timely Filed under applicable
law and such Claim has been scheduled by the Debtor in its
Schedule of Liabilities as other than disputed, contingent or
unliquidated: (1)\the Debtor has objected to the Claim and
(2)\(I) any agreement to settle the dispute has not been
executed or (II)\if such agreement was executed prior to the
Confirmation Date, such agreement has not been approved by the
Court; or (b)\a Claim as to which, if a proof of Claim has been
Filed by the Claims Bar Date or has otherwise been deemed
8
6159C/10566.9
<PAGE>
timely Filed under applicable law, an objection has been Filed
by the Debtor or any other party in interest and which
objection, if timely Filed, has not been withdrawn on or before
any date fixed by the Plan or order of the Court for Filing
such objections and such objection has not been denied by a
Final Order. Prior to the time that an objection has been or
may be timely Filed, for the purpose of the Plan, a Claim
asserted in a proof of Claim shall be considered a Disputed
Claim if: (a)\the amount of the Claim specified in the proof
of Claim exceeds the amount of any corresponding Claim
scheduled by the Debtor in its Schedule of Liabilities; (b)\any
corresponding Claim in the Debtor's Schedule of Liabilities has
been scheduled as disputed, contingent or unliquidated,
irrespective of the amount scheduled; or (c)\no corresponding
Claim has been scheduled by the Debtor in its Schedule of
Liabilities. As to any Disputed Claim, only the portion
thereof which either (a) exceeds the amount of any
corresponding Claim scheduled by the Debtor in its Schedule of
Liabilities or (b) is asserted by Debtor in objections filed in
connection therewith as disputed, contingent or unliquidated
shall be deemed the "disputed portion" of such Disputed Claims.
1.38. "Disputed Interest" shall mean any Interest in
the Debtor and as to which an objection has been Filed by the
Debtor or any other party in interest and which objection, if
timely Filed, has not been withdrawn on or before any date
fixed by the Plan or by order of the Court for Filing such
9
6159C/10566.9
<PAGE>
objections and such objection has not been denied by a Final
Order.
1.39. "District Court" shall mean the United States
District Court for the Central District of California.
1.40. "Effective Date" shall mean, and shall occur on
the later of (a) the 11th day after the entry of the
Confirmation Order; (b) August 1, 1995; or (c) such later date
as may be mutually agreed by the Debtor and the Creditors'
Committee, with notice and an opportunity to object, to all
parties requesting special notice, unless the effectiveness of
the Confirmation Order has been stayed or vacated, in which
case the Effective Date shall be the later of the 11th day
after the entry of the Confirmation Order or such date
thereafter when any stay of the effectiveness of the
Confirmation Order has expired or otherwise terminated.
1.41. "Entity" shall mean any individual,
corporation, partnership, joint venture, association, joint
stock company, unincorporated organization, estate, trust,
governmental unit or other entity including the Debtor and the
U.S. Trustee, whether singular or plural, but does not include
the Federal Deposit Insurance Corporation and/or the Resolution
Trust Corporation, their successors or assigns.
1.42. "Estate" shall mean the estate created in this
Bankruptcy Case pursuant to Section 541 of the Bankruptcy Code
(11 U.S.C. \541).
1.43. "Executory Contracts" shall mean all leases
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6159C/10566.9
<PAGE>
and executory contracts within the meaning of Section 365 of
the Bankruptcy Code (11 U.S.C. \365) including but not limited
to and all leases or executory contracts that are modified by
this Plan.
1.44. "Face Amount" shall mean with respect to any
Claim the full stated liquidated amount claimed by the holder
of such Claim in any proof of Claim timely filed by such holder
plus the amount determined by (i) agreement of such holder and
Reorganized Debtor, or (ii) by the Court as to the unliquidated
portion, if any, of such Claim.
1.45. "Fee Application" shall mean the application of
a professional person under Sections 330 or 503 of the
Bankruptcy Code (11 U.S.C. \330 or 503) for allowance of
compensation and reimbursement of expenses in the Chapter 11
Case.
1.46. "File" or "Filed" shall mean file or filed with
the Court in this Case.
1.47. "Filing Date" shall mean September 16, 1994,
the day this Case was filed with the Court.
1.48. "Final Order" shall mean an order as to which
any appeal that has been or may be taken has been resolved or
as to which the time for appeal has expired.
1.49. "Fiscal Year" shall mean the annual accounting
period used by the Debtor which is a calendar year.
1.50. "General Partner" shall mean CIGNA Realty
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6159C/10566.9
<PAGE>
Resources, Inc. - Seventh, the sole General Partner of the
Debtor.
1.51. "Insurance Policy" shall mean the collective
insurance policies that provided coverage to the Debtor's
Properties by the Insurers pursuant to the insurance contracts
identified as follows:
(1) Aetna Policy No. 007-MO-15631-SCA (the "Aetna
Policy");
(2) Home Policy No. MLP 9109969 (the "Home Policy");
(3) Phoenix Policy No. E-CIP-P22456 (the "Phoenix
Policy"); and
(4) Lexington Policy No. 8690158 (the "Lexington
Policy").
1.52. "Insured Claim" shall mean the Claim arising
from the damage to Sherman Oaks from the Northridge earthquake
and any other claims covered by the Debtor's Insurance Policy.
1.53. "Insurers" shall collectively mean the Aetna
Life Insurance Company ("Aetna"), Home Insurance Company
("Home"), Phoenix Assurance Company of New York ("Phoenix") and
Lexington Insurance Company ("Lexington").
1.54. "Interest" shall mean the rights of a partner
(general or limited) arising from his, her or its status as an
Equity Interest holder.
1.55. "LIBOR" shall mean the London Inter-Bank
Offering Rate which is published daily in the Wall Street
Journal.
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6159C/10566.9
<PAGE>
1.56. "Maxim" shall mean Maxim Property Management,
formerly known as Prometheus Management Group, an independent
contractor managing the Amberway Apartments for CAL 7 pursuant
to the Maxim Management Agreement.
1.57. "Maxim Management Agreement" shall mean the
Management Agreement dated May 1, 1992, by and between
California Seven Associates Limited Partnership ("Owner"), and
Promethius Management Group, as supplemented and amended from
time to time.
1.58. "Objection Deadline" shall mean the date by
which Objections to Claims shall be filed with the Bankruptcy
Court and served upon the respective holders of each of the
Claims as provided in Section 11.01 of the Plan.
1.59. "Operating Properties" shall mean the following
five (5) apartment complexes and related site improvements
owned and operated by CAL 7 that are currently leased and have
tenants as of the Confirmation Date:
(1) Amberway Apartments
489 S. Chatham Circle
Anaheim, California
(2) Pacifica Club
6700 Warner Avenue
Huntington Beach, California
(3) Oakwood Apartments (West Los Angeles)
3636 Sepulveda Blvd.
Los Angeles, California
(4) Mission Bay East
3883 Ingraham Street
San Diego, California
(5) Arbor Park Apartments
859 N. Mountain Avenue
Upland, California
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<PAGE>
1.60. "Other Priority Claims" shall mean a Claim
which is entitled to priority under Section 507 of the
Bankruptcy Code (11 U.S.C. \507) other than a Claim entitled
to priority under Sections 507(a)(1), 364(c)(1) or 507(a)(7) of
the Bankruptcy Code (11 U.S.C. \507(a)(1) or 507(a)(7)).
1.61. "Partnership Units" shall mean the limited
partnership voting securities issued by CAL 7 and currently
held by the limited partners and by the General Partner.
1.62. "Plan" shall mean this Amended Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code for
California Seven Associates Limited Partnership, Debtor and
Debtor in Possession, Proposed by the Debtor, Dated April 25,
1995, including any amendment or modification thereto, which
Plan shall also constitute a Plan of Reorganization within the
meaning of Section 368(a)(1) of the Internal Revenue Code (26
U.S.C. \368(a)(1)).
1.63. "Plan Proponent" shall mean the Debtor and such
other entities which, by appropriate pleadings filed in the
Case prior to the Confirmation Date, join as Plan Proponents.
1.64. "Professional Persons" shall mean an Entity
retained or to be compensated pursuant to Sections 327, 328,
330, 503(b) or 1103 of the Bankruptcy Code.
1.65. "Properties" shall mean the Operating
Properties plus Sherman Oaks property.
1.66. "Pro Rata" shall mean, proportionately, based
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<PAGE>
on the percentage amount of the distribution made on account of
a particular Allowed Claim or Allowed Interest and the
distributions made on account of all Allowed Claims or Allowed
Interests of the Class in which the particular Allowed Claim or
Allowed Interest is included.
1.67. "R&B" shall mean R&B Apartment Management
Company, Inc., an independent contractor managing the Arbor
Park Apartments, Pacifica Club Apartments and Oakwood
Management Company, a division of R&B Realty Group, independent
contractor managing Oakwood Apartments (West Los Angeles),
Sherman Oaks Apartments, and Mission Bay East Apartments
pursuant to the R&B Management Agreements.
1.68. "R&B Management Agreements" shall mean the
following Management Agreements which have been supplemented or
amended from time to time:
1. Management Agreement, Arbor Park Apartments,
Upland, California, dated May 1, 1991;
2. Management Agreement, Pacifica Club Apartments,
dated May 1, 1992;
3. Second Amendment to Management and Leasing
Agreement dated August 1992;
4. First Amendment to Management and Leasing
Agreement dated January 1, 1991; and
5. Management and Leasing Agreement dated January
30, 1985.
1.69. "Reorganized Debtor" shall mean the Debtor's
15
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<PAGE>
partnership entity resulting from the Plan on and after the
Effective Date.
1.70. "Schedules" shall mean the Schedules of Assets
and Liabilities and the Statement of Financial Affairs filed by
the Debtor in this Case, together with any amendments thereto.
1.71. "Secured Claim" shall mean a Claim secured by a
lien on property of the Debtor, which lien is valid, perfected
and enforceable under applicable law and which is not subject
to avoidance under the Bankruptcy Code or other applicable
non-bankruptcy law and which is duly established in the Case,
but only to the extent of the value of the Collateral that
secures payment of the Claim.
1.72. "Sherman Oaks" shall mean the Oakwood Apartment
complex located at 4500 Woodman Avenue, Sherman Oaks,
California, that was damaged in the Northridge earthquake on
January 17, 1994.
1.73. "Stablization of Occupancy" shall mean an
average physical occupancy for at least 90 days of 90% or more.
1.74. "Tax Claim" shall mean Claims of the kind
specified in Section 507(a)(7) of the Bankruptcy Code
(11\U.S.C. \507(a)(7)).
1.75. "Term of the Plan" shall mean the period of
time commencing on the Effective Date and ending on the date of
the final payment due under the plan.
1.76. "Trade Claimants" shall mean the holders of
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<PAGE>
Claims for goods and services rendered to or for any of the
Properties, including but not limited to the Claims of all
vendors, suppliers, contractors, R&B and Maxim.
1.77. "Travelers" shall mean The Travelers Life
Insurance Company, a secured Creditor of the Debtor.
1.78. "Travelers Secured Claim" shall mean the
Secured Claim held by Travelers evidenced by the original note
secured by deeds of trust dated December 20, 1984 in the
principal amount of $100,000,000, which debt was originally
incurred on or about December 20, 1984 and was assumed by the
Debtor on or about January 31, 1985 with related security
documents, as supplemented and amended, together with all
related documents which are referenced in the Proof of Claim
filed by Travelers on or about January 23, 1995.
1.79. "Unclaimed Property" shall mean any Cash or
Reorganization Securities which are unclaimed one year
following the Effective Date. Unclaimed Property shall include:
(a) checks (and the funds represented thereby),
which have been returned as undeliverable after having
been properly posted to the forwarding address most
recently provided to the Debtor or Reorganized Debtor;
(b) funds for checks which have not been paid;
(c) checks (and the funds represented thereby),
which are not mailed or delivered because of the
absence of a proper address in which to mail or deliver
such property; and
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<PAGE>
(d) interest on Cash constituting Unclaimed
Property.
1.80. "Unsecured Claim" shall mean any Claim that is
not an Administrative Claim, an Administrative Convenience
Claim, an Other Priority Claim, a Tax Claim or a Secured Claim.
B. INTERPRETATION, RULES OF CONSTRUCTION AND OTHER TERMS.
Any term used in this Plan that is not defined herein,
whether in this Article I or elsewhere, but that is used in the
Code or the Bankruptcy Rules has the meaning assigned to that
term in the Code or the Bankruptcy Rules and shall be construed
in accordance with the Rules of Construction thereunder.
Any capitalized term used in this Plan that is not
defined herein, but that is defined and used in the Disclosure
Statement has the meaning ascribed to that term in the
Disclosure Statement.
The words "herein," "hereof," "hereto," "hereunder" and
others of similar importance refer to the Plan as a whole and
not to any particular section, subsection or clause contained
in the Plan.
Unless specified otherwise in a particular reference, a
reference in this Plan to an article or a section is a
reference to that article or section of this Plan.
Any reference in this Plan to a document or instrument
being in a particular form means that the document or
instrument shall be in substantially such form.
Any reference in this Plan to an existing document or
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<PAGE>
instrument means such document or instrument as it may have
been amended, modified or supplemented from time to time.
As contextually appropriate, each term stated in either
the singular or plural shall include both the singular and the
plural.
In addition to the foregoing, the rules of construction
set forth in Section 102 of the Code (11 U.S.C. \102) shall
apply to this Plan.
In computing any period of time prescribed or allowed by
this Plan, the provisions of Bankruptcy Rule 9006(a) shall
apply.
All exhibits to this Plan are incorporated into this
Plan, and shall be deemed to be included in this Plan,
regardless of when filed with the Court.
ARTICLE II
CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
2.01. Division of Claims. For purposes of
organization, voting and all confirmation matters, except as
otherwise provided herein, all Claims (except for
Administrative Claims and priority Tax Claims) and all Equity
Interests shall be classified as set forth in this Article II
of the Plan.
2.02. Administrative Claims and Priority Tax Claims.
As provided in Section 1123(a)(1) of the Bankruptcy Code (11
U.S.C. \1123(a)(1)), Administrative Claims and priority Tax
Claims against the Debtor shall not be classified
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<PAGE>
for purposes of voting or receiving distributions under the
Plan. Rather, all such Claims shall be treated separately as
unclassified Claims pursuant to the terms set forth in Article
IV of the Plan.
2.03. Allowed Claims and Interests. A Claim or
Interest is in a particular Class only to the extent the Claim
or Interest is an Allowed Claim or Allowed Interest as defined
herein.
2.04. Classification of Claims and Interests. Claims
against the Estate and Interests in the Debtor are classified
as follows:
(a) Class 1 - Class 1 consists of the Travelers
Secured Claim;
(b) Class 2 - Class 2 consists of the Congen Claim;
(c) Class 3 - Class 3 consists of the claims of any
other secured or undersecured claimants;
(d) Class 4 - Class 4 consists of the Other
Priority Claims;
(e) Class 5 - Class 5 consists of Administrative
Convenience Claims against the Debtor;
(f) Class 6 - Class 6 consists of all Unsecured
Claims of Trade Claimants (except Administrative
Convenience Claims in Class 5, undersecured or Secured
Claimants in Class 3, Tenants' Claims in Class 7 and
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<PAGE>
claims of the General Partner and other claimants in
Class 8);
(g) Class 7 - Class 7 consists of the Allowed
Unsecured Claims of the tenants of the Debtor residing
in the Operating Properties;
(h) Class 8 - Class 8 consists of the Allowed
Unsecured Claims of the General Partner and of CIGNA
Financial Partners, Inc. and CIGNA Investments, Inc.;
and
(i) Class 9 - Class 9 consists of the Allowed
Interests of the General Partner and the limited
partners of the Debtor.
ARTICLE III
IDENTIFICATION OF
IMPAIRED CLASSES OF CLAIMS AND EQUITY INTERESTS
3.01. Unimpaired Classes of Claims and Interests.
The class consisting of Other Priority Claims (Class 4) is not
impaired under the Plan. This class is deemed to have accepted
the Plan under the provisions of Section 1126(f) of the
Bankruptcy Code (11 U.S.C. \1126(f)). The Class consisting of
the Allowed Unsecured Claims of the tenants of the Debtor
(Class 7) is not impaired because their leases will be assumed
and their security deposits paid according to the terms of
their leases. This Class is deemed to have accepted the Plan
under the provisions of Section 1126(f) of the Bankruptcy Code
(11\U.S.C. \1126(f)). The Plan Proponent shall not solicit
acceptances of the Plan from Classes 4 and 7.
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<PAGE>
3.02. Impaired Classes of Claims and Equity
Interests. Classes 1, 2, 3, 5, 6, 8 and 9 are impaired under
the Plan. The Plan Proponent shall seek acceptances of the
Plan from these Classes.
ARTICLE IV
TREATMENT OF CERTAIN UNCLASSIFIED
ADMINISTRATIVE, STATUTORY FEES AND TAX CLAIMS
4.01. Administrative Claims.
(a) Allowed Administrative Claims Against the Debtor.
Subject to the Bar Date provisions of Paragraph (b) of
this Article IV, the holders of Allowed Administrative
Claims against the Debtor, unless otherwise agreed,
are entitled to priority under Section 507(a)(1) of
the Bankruptcy Code. An Entity entitled to payment
pursuant to Sections 546(c) or 553 of the Bankruptcy
Code, and an Entity entitled to payment of
administrative expenses pursuant to Sections 503 and
507(a) of the Bankruptcy Code, shall receive on
account of such Allowed Administrative Claims or
administrative expenses unless otherwise agreed, Cash
in the amount of such Allowed Administrative Claims or
administrative expenses on the Effective Date.
Notwithstanding the foregoing, outstanding operating
payables incurred in the ordinary course of business
of the Debtor shall be paid according to their terms.
Professional fee expenses for services rendered after
the Effective Date shall be paid by Reorganized Debtor
in the ordinary course of business.
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<PAGE>
(b) Bar Date for Filing Applications for Allowance
and Payment of Administrative Expense Claims.
Applications for allowance and payment of
Administrative Claims must be filed on or within 90
days after the Effective Date. The Court shall not
consider any applications for allowance of
Administrative Claims filed after such date.
Reorganized Debtor and all other interested parties
shall have until 30 days after the filing of such
Administrative Claims to object to such Administrative
Claims. All Administrative Claims that become Allowed
Administrative Claims after the Confirmation Date will
be treated like other Allowed Administrative Claims and
will be paid on the later of the Effective Date or
within 30 days after becoming an Allowed Administrative
Claim unless otherwise ordered by the Court. Any of
such Claims which are Allowed but which are not
determined to be Administrative Claims will be treated
as Class 6 Claims.
4.02. Payment of Statutory Fees. On or before the
Effective Date, all fees payable pursuant to Section 1930 of
Title 28, United States Code, 28 U.S.C. \1930, as determined
by the Court at the Confirmation Hearing, shall be paid in Cash
equal to the amount of such Administrative Claim.
4.03. Tax Claims. All Tax Claims shall be paid by the
Debtor in full, in Cash, on the Effective Date or pursuant to
their terms; provided, however, that Reorganized Debtor may
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<PAGE>
elect to pay a Tax Claim in deferred Cash payments of a value
as of the Effective Date equal to the Allowed Amount of such
Tax Claim payable over a period (a) not exceeding six years
from the date of assessment if an assessment has been made
prior to the Effective Date, and (b) not exceeding six (6)
years from the Effective Date if no assessment has been made
prior to such date (with interest at the rate of 5.25% from the
Effective Date of the Plan) or as the holder of such Tax Claim
and Reorganized Debtor may otherwise agree.
4.04. Disallowance of Certain Interest and Penalties on
Tax Claims. Holders of Tax Claims shall not receive any
payment on account of postpetition interest on, or penalties
with respect to, or arising in connection with, such Tax
Claims, except as allowed by a Final Order. The Plan, the
Confirmation Order and Section 1141(d) of the Bankruptcy Code
provide for the discharge of any such Claims for postpetition
interest or penalties. Holders of Tax Claims shall not assess
or attempt to collect such interest or penalties from the
Debtor, the Estate, Reorganized Debtor or from any of its
respective properties.
4.05. Disallowance of Special Taxes. The issuance,
transfer, or exchange of a security as defined under the
Bankruptcy Code or applicable law, or the making or delivery of
any instrument of transfer under this Plan, shall not be taxed
under any state or local law imposing a stamp tax or similar
tax as provided in Bankruptcy Code Section 1146.
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6159C/10566.9
<PAGE>
ARTICLE V
TREATMENT OF UNIMPAIRED CLASSES
5.01. Class 4 Claims. Class 4 Claims (the Other
Priority Claims) if any, shall be paid in Cash in full on the
Effective Date or as otherwise agreed between the Debtor and
such claimant.
5.02. Class 7 Claims. Class 7 Claims, all Unsecured
Claims of the Tenants of the Operating Properties, shall have
their leases assumed on the Effective Date and shall be
entitled to receive their security deposits pursuant to the
terms of their leases.
ARTICLE VI
TREATMENT OF CLASSES IMPAIRED UNDER THE PLAN
6.01. Class 1 Claims. The holder of the Class 1 Claim
(the Travelers Secured Claim in the approximate amount of
$97,880,497.00) shall receive payment in full of its Allowed
Secured Claim, evidenced by the Third Note Modification
Agreement (the "Modified Note"), a form of which is attached to
the Plan as Exhibit "D". The Modified Note generally contains
the same terms as the original Travelers' Note except as
modified by the terms of this Plan. Any accrued and unpaid
postpetition interest to which the Claimant in Class 1 is
entitled shall be added to the principal amount of the Modified
Note. The addition of accrued interest to principal shall not
include default interest, late charges or attorneys' fees
unless allowed under Section 506(b) of the Bankruptcy Code or
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<PAGE>
unless otherwise ordered by the Bankruptcy Court.
The repayment of the debt evidenced by the Modified Note
shall be secured by first liens on the Properties evidenced by
the six existing first deeds of trust as modified. Travelers
shall receive a Third Deed of Trust Modification Agreement (the
"Modified Deeds of Trust") for each of the Properties. A form
of the Modified Deeds of Trust is attached to the Plan as
Exhibit "D". The Modified Deeds of Trust shall contain the
following release prices for each of the Properties (subject to
proportional increases for any accrued and unpaid post-petition
interest for which Travelers is entitled and adjustments for
payments made):
Amberway Apartments $12,550,000
Arbor Park Apartments $8,410,000
Mission Bay East Apartments $25,500,000
Oakwood Apartments - West
Los Angeles $18,600,000
Pacifica Club Apartments $16,000,000
Sherman Oaks Apartments $16,820,497
From the Effective Date until the completion of the
repairs and Stabilization of Occupancy of Sherman Oaks
(approximately 18 months from the Effective Date) the debt
attributable to Sherman Oaks shall be secured by the Sherman
Oaks Apartments with a value of $14,900,000 and by the cash
balance maintained in the Reorganized Debtor's bank account.
For the approximate 18 month period, monthly payments in
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6159C/10566.9
<PAGE>
arrears of interest only commencing at the rate of 8.125% and
adjusted monthly as described hereafter on the principal amount
of $14,900,000 shall be paid commencing on the tenth day of the
second month after the Effective Date. The interest rate shall
be adjusted monthly on the first day of the month for the month
in which interest is accruing based upon the 30-day LIBOR rate
on that date plus 2%. Upon Stablization of Occupancy of
Sherman Oaks, the $14,900,000 plus interest commencing at the
rate of 10.3% and adjusted monthly as described hereafter with
a 30-year amortization schedule shall be paid in monthly
payments. The rate of interest shall be adjusted monthly on
the first day of the month for the month in which interest is
accruing based upon the 30-day LIBOR rate on that date plus
4.175%.
The balance of the Allowed Secured Claim in the total
approximate amount of $82,980,497.00 evidenced by the Modified
Note secured by first deeds of trust on the five Operating
Properties shall earn interest commencing at the rate of 10.3%
and adjusted monthly as described hereafter for the first 18
months commencing on the first day of the first month after the
Effective Date. The payments of interest only shall be due and
payable monthly in arrears by the tenth day of the month.
Thereafter, interest commencing at the rate of 10.3% and
adjusted monthly as described hereafter with a 30-year
amortization schedule on the principal balance of the Modified
Note shall be paid until December 31, 2004, when the total
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6159C/10566.9
<PAGE>
outstanding balance of the Modified Note shall be due and
payable in full. Throughout the term, the interest rate shall
be adjusted monthly on the first day of the month for the month
in which interest is accruing based upon the 30-day LIBOR rate
on that date plus 4.175%. All payments made to Travelers
postpetition shall be credited against the amount of the
Modified Note pro rata.
The Debtor shall maintain the Properties in good and
tenantable condition using funds for capital expenditures with
regard to the five Operating Properties and after Stabilization
of Occupancy at Sherman Oaks, as estimated in the Debtor's
Projections attached to the Plan. These amounts shall be
expended in the ordinary course of business to maintain the
five Operating Properties and Sherman Oaks in a good and
tenantable condition. The Reorganized Debtor may prepay the
Modified Note to Travelers at any time in whole or in part
without penalty.
The holder of the Allowed Class 1 Claim shall retain its
liens on the Properties to secure the Modified Note on the same
terms and conditions as set forth in the original Travelers
security documents except as modified in the Plan. The forms
of the Modified Note, the Modified Deeds of Trust (Reorganized
Debtor shall execute six Modified Deeds of Trust in the same
form); and the Second Amendment to Security Agreement are
attached to the Plan as Exhibit "D".
The Reorganized Debtor may obtain new financing to
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6159C/10566.9
<PAGE>
replace the current Travelers' loan on Sherman Oaks through the
City of Los Angeles and from FNMA or their designee in the
approximate amount of $17,820.497. The City of Los Angeles may
issue tax-exempt bonds to provide a financing program for the
replacement financing of Sherman Oaks in the approximate amount
of $1,000,000 as well as the release price on Sherman Oaks in
the approximate amount of $16,820,497.
The Debtor anticipates that the replacement financing
through the City and FNMA may occur in eighteen months, from
the Effective Date, after the repair and Stablization of
Occupancy of Sherman Oaks. Upon payment of the release price
for Sherman Oaks, Travelers shall release its first mortgage
lien on Sherman Oaks.
6.02. Class 2 Claims. The holder of Class 2 Claim
(the Congen Claim in the approximate amount of $15,600,000)
shall receive in full and complete satisfaction of its claim
cash paid on the Effective Date in the amount of $50,000.00 and
shall receive sixty-six and two-thirds (66-2/3) Partnership
Units.
6.03. Class 3 Claims. The holder(s) of the Class 3
Claims (all other secured claimants and undersecured claimants)
shall receive in full and complete satisfaction of their
claims, modified notes in the Allowed Amounts of their claims.
The modified notes shall provide for interest at the rate of
10.3% per annum based on a 30-year amortization of the
principal balance of the modified notes until December 31,
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6159C/10566.9
<PAGE>
2004, when the total outstanding balance of the modified notes
shall be due and payable in full. The interest rate shall be
adjusted monthly on first day of each month for the month in
which interest is accruing following the Effective Date based
upon LIBOR plus 4.175%. The Secured Claimants, if any, in
Class 3 shall retain their liens, in accordance with their
priority. The undersecured Claimants, if any, shall release
their liens on the undersecured portion of their Claim.
6.04. Class 5 Claims. Class 5, all Unsecured Allowed
Claims of the Debtor of $1000 or less or such Claims that are
voluntarily reduced to $1000 (the Administrative Convenience
Class in the approximate amount of $41,000.00), shall receive
Cash for their Allowed Claims equal to the amount of such Claim
not to exceed $1000 as follows: Fifty percent (50%) of such
claim shall be paid on the Effective Date and Fifty percent
(50%) shall be paid seven months after the Effective Date.
6.05. Class 6 Claims. The holders of Class 6 Claims
(the Unsecured Creditors of the Debtor with Allowed Claims in
the approximate aggregate amount of $460,500.00) shall receive
payment in full for their Allowed Claims in Cash to be paid in
annual payments over of term of three (3) years plus interest
at the rate of 5.25% per annum. The first payment shall be
made on the Effective Date.
6.06. Class 8 Claims. The holders of Class 8 Claims
(the Allowed Claims of the affiliates of the General
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6159C/10566.9
<PAGE>
Partner) shall have their prepetition Unsecured Claims
discharged on the Effective Date.
6.07. Class 9 Interests. The holders of Allowed
Class 9 Interests shall retain their partnership interests in
the Debtor, subject to the treatment of Class 2 as hereinbefore
described.
ARTICLE VII
MEANS FOR EXECUTION OF PLAN AND CONDITIONS
TO PLAN BECOMING EFFECTIVE
7.01. Partnership Structure. The Debtor, upon the
Effective Date, shall become the Reorganized Debtor, and shall
take all appropriate actions set forth in the Plan. On and
after the Effective Date, the control of the Reorganized Debtor
shall be determined according to the Limited Partnership
Agreement which is attached hereto as Exhibit "C" and
applicable non-bankruptcy law as modified by this Plan.
7.02. Conditions to Plan Becoming Effective and
Events to Occur on the Effective Date. The Plan shall not be
consummated and the Effective Date shall not occur until each
of the following conditions have been satisfied or such
conditions occur on the Effective Date:
(a) The Confirmation Order shall have been entered
by the Bankruptcy Court in a form satisfactory to the
Debtor;
(b) The Allowed Priority Claims (Class 4) shall
receive payment in full; and
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6159C/10566.9
<PAGE>
(c) All Administrative Convenience Claims (Class
5) and Allowed Unsecured Claims in Class 6 shall
receive their first pro rata payment.
7.03. Repair of Sherman Oaks. The Reorganized
Debtor, in its sole discretion, shall rebuild, repair and/or
reconstruct (hereinafter collectively referred to as "Repair")
Sherman Oaks. The Reorganized Debtor, in its sole discretion,
may enter into contracts, including but not limited to
construction contracts, for the Repair of Sherman Oaks. The
Insurers are directed to immediately pay any and all insurance
proceeds from the Insurance Policy directly to the Debtor as
sole payee. The Reorganized Debtor shall have the right, in
its sole discretion, to use the proceeds from the Insurance
Policy, including but not limited to the business
interruption/rent loss proceeds, to Repair Sherman Oaks. The
Debtor shall further have the right to use any and all
insurance proceeds from the Insurance Policy to pay, including,
but not limited to the deductible required under the Insurance
Policy, and any and all upgrades of the Sherman Oaks property
not otherwise covered by the Insurance Policy. Travelers shall
not interfere in any way with the Repair of Sherman Oaks.
7.04. Vesting of Assets in Reorganized Debtor.
During the period following the entry of the Confirmation
Order, the Debtor shall continue as Debtor in Possession, until
the Effective Date and then shall operate and conduct its
business as the Reorganized Debtor. Except as otherwise
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6159C/10566.9
<PAGE>
provided in the Plan, on the Effective Date, all property of
the Estate, and any property acquired by the Debtor or any
property treated under any provision of the Plan, shall vest in
Reorganized Debtor, free and clear of all Claims, liens,
charges, other encumbrances and Interests except for the
Claims, liens and security interests specifically retained in
the Plan. Reorganized Debtor may operate its business and may
use, acquire and dispose of cash and property and compromise or
settle any Claims or Interest without supervision or approval
by the Court and free of any restrictions of the Code or
Bankruptcy Rules, other than those restrictions expressly
imposed by the Plan and the Confirmation Order. Without
limiting the foregoing, Reorganized Debtor may pay after the
Effective Date the charges that the Debtor incurs after the
Confirmation Date for Professionals' fees, disbursements,
expenses or related support services without application to the
Court.
7.05. The Reorganized Debtor's Obligations Under the
Plan. Reorganized Debtor shall perform all of the duties and
obligations under the Plan, including obligations to pay or
otherwise satisfy the Allowed Claims. All Cash necessary for
Reorganized Debtor to make payments pursuant to the Plan shall
be obtained from the Debtor's existing Cash balances, cash in
accounts, payments from the Insurers, interest accrued or to
accrue, funds to be received or from the operations of the
Debtor or Reorganized Debtor and any funds received from or
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6159C/10566.9
<PAGE>
through the City of Los Angeles. Reorganized Debtor may enter
into leases of the Property and may seek to refinance any
individual Property as it deems necessary or appropriate.
7.06. Unclaimed Property. Unclaimed Property shall
be held and maintained by Reorganized Debtor or its Agent, if
any. If the Entity entitled to any such Cash or Non-Cash
Unclaimed Property is located within one (1) year after the
Effective Date, such Unclaimed Property, together with any Cash
or non-Cash dividends excluding interest earned thereon, shall
be paid and distributed to such Entity. If, however, such
Entity cannot be located within one (1) year following the
Effective Date, any such Cash Unclaimed Property and Unclaimed
Property and related interest thereon, shall become the
property of Reorganized Debtor.
7.07. Implementation of Plan Under State Partnership
Law. The General Partner of the Debtor is authorized and
directed to take all necessary or appropriate action under
state partnership statutes applicable to the Debtor to
implement the Plan, including amending the limited partnership
agreement of the Debtor which, upon the Effective Date, is
necessary to implement the plan. The General Partner of the
Debtor shall take all such actions without meetings or other
action by the limited partners of the Debtor. The General
Partner of the Debtor and/or the Reorganized Debtor, may
designate one or more officers of the General Partner to
execute documents and certificates and to take all other
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6159C/10566.9
<PAGE>
actions authorized pursuant to this Plan. Without limiting the
generality of the foregoing, the actions authorized under this
Section of the Plan may include: (a) amending the partnership
agreement of the Debtor, which, upon the Effective Date, shall
become the Reorganized Debtor; and (b) filing documents and
certificates and taking other actions with respect to the
Secretary of State or other appropriate officials of each
applicable state. From and after the Effective Date, the
actions of the General Partner of the Reorganized Debtor
(except actions ratifying any of the actions specified above in
this Section 7.07 to authorize and implement the express
provisions of this Plan) shall be subject to all applicable
state partnership laws.
7.08. New Financing. Subsequent to the preliminary
hearing on the Motion for Relief from the Automatic Stay filed
by Travelers, the Debtor met with David Perel, Housing Finance
Officer for the Los Angeles Housing Department, City of Los
Angeles, concerning the City's financial assistance in
repairing Sherman Oaks. On or about March 16, 1995, counsel
for the Debtor received correspondence from Mr. Perel
indicating the City's willingness to assist the Debtor in
repairing Sherman Oaks. Specifically, the City Housing
Department is tentatively prepared to provide at least $300,000
in direct construction funding to cover a portion of the
insurance deductible on Sherman Oaks. Additionally, in
conjunction with a guaranty to which the Federal National
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6159C/10566.9
<PAGE>
Mortgage Association ("FNMA") has tentatively agreed, the City
is tentatively prepared to issue tax-exempt bonds to pay off
both the deductible portion of the reconstruction financing (in
the approximate amount of $1,000,000) as well as the first
mortgage loan on Sherman Oaks held by Travelers (in the
approximate amount of $16,820,497).
The Debtor is in the process of finalizing the tentative
agreement with the City concerning possible financing in the
total approximate amount of $17,820,497. A portion of the
financing (approximately $1,000,000) will be used to pay the
insurance deductible necessary to repair Sherman Oaks. The
remaining amount will be used to pay off the first mortgage
note held by Travelers on Sherman Oaks (in the approximate
amount of $16,820,497).
In consideration for the $17,820,497, the City of Los
Angeles and/or FNMA shall receive a note in the approximate
amount of $17,820,497. The note will be secured by a first
deed of trust on Sherman Oaks. Terms of the repayment will be
more favorable than the current loan on Sherman Oaks with
Travelers with interest estimated to be at the rate of 7.5% per
annum.
ARTICLE VIII
PROVISIONS GOVERNING DISTRIBUTIONS
8.01. Distributions by Reorganized Debtor. All
distributions to be made under the Plan shall be made by
Reorganized Debtor. Reorganized Debtor may employ or contract
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6159C/10566.9
<PAGE>
with other Entities to assist in or make the distributions
required by the Plan. Reorganized Debtor shall serve without
bond.
8.02. Date of Distributions for Claims Allowed as of
the Effective Date. Except as otherwise provided in this Plan,
or as may be ordered by the Court, distributions of Cash to
Claims Allowed as of the Effective Date and the nondisputed
amount of Disputed Claims and Disputed Interests shall be made
no later than ten (10) days following the Effective Date.
Authorized distributions to Classes 4, 5 and 6 shall be divided
pro rata among the claimants in such Classes and shall be
deemed made as of the Effective Date if made on the Effective
Date or as promptly thereafter as practicable, but in any event
no later than ten (10) days after the Effective Date.
Distributions on account of the disputed portion of Disputed
Claims and Disputed Interests allowed after the Effective Date
shall be made pursuant to Article\XI. The Reorganized Debtor
shall establish a disputed claims reserve for the disputed
claims of Classes 4, 5 and 6 as set forth in Article XI of the
Plan.
8.03. Delivery of Distributions.
(a) General. Subject to Bankruptcy Rule 9010,
distributions and deliveries to each holder of an
Allowed Claim shall be made at the address of such
holder as set forth on the proof of Claim filed by such
holder (or at the last known address of such holder if
no proof of
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6159C/10566.9
<PAGE>
Claim is Filed or if the Debtor has been notified of a
change of address), as of the last business day prior to
the Effective Date. If any holder's distribution is
returned as undeliverable, no further distribution to
such holder shall be made unless and until Reorganized
Debtor is notified of such holder's then current
address, at which time all missed distributions shall be
made to such holder without interest. Reorganized
Debtor shall be under no obligation to attempt to locate
the holder of any Allowed Claim or to recognize any
purported transfer or encumbrance on the rights of
holders of Allowed Claims after the Confirmation Date.
Amounts of undeliverable distributions attempted by
Reorganized Debtor shall be retained by Reorganized
Debtor until such distributions are claimed or until
such distributions become Unclaimed Property. All
Claims for undeliverable distributions shall be made on
or before the second anniversary of the Effective Date.
After such date, all Unclaimed Property shall be treated
as specified in Section 7.05 of this Plan and the Claim
of any holder with respect to such property shall be
discharged and forever barred.
(b) Means of Cash Payments. Cash payments made
pursuant to the Plan shall be in United States dollars
by checks drawn on the domestic bank selected by the
Debtor or Reorganized Debtor, or by wire transfer from
a domestic bank, at the option of either Debtor or
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6159C/10566.9
<PAGE>
Reorganized Debtor; provided, however, that cash payments
made to foreign trade creditors holding Allowed Claims
may be paid, at the option of the Debtor or Reorganized
Debtor, in such funds and by such means as are necessary
or customary in a particular foreign jurisdiction.
(c) De Minimis Cash Distributions. No cash
payment of less than five dollars ($5.00) shall be made
to any holder of a Claim unless a request therefor is
made in writing to Reorganized Debtor.
8.04. Setoff. Reorganized Debtor shall, pursuant to
Section 558 of the Code, or common law rights of setoff and/or
recoupment, in the ordinary course of business, setoff or
assert recoupment against any Allowed Claim, and the
distributions to be made pursuant to the Plan on account of
such Claim, the claims, rights and causes of action of any
nature that the Debtor or Reorganized Debtor may hold against
the holder of such Claim; provided, however, that, unless
otherwise provided herein, neither the failure to effect such a
setoff nor the allowance of any Claim hereunder shall
constitute a waiver or release by the Debtor or Reorganized
Debtor of any such claims, rights and causes of action that the
Debtor or Reorganized Debtor may possess against such holder.
ARTICLE IX
EXECUTORY CONTRACTS
9.01. Assumption, Rejection and Assignment of
Executory Contracts.
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<PAGE>
(a) Executory Contracts. All Executory Contracts
to which the Debtor is a party on the Confirmation Date
shall be assumed on the Effective Date and assigned to
Reorganized Debtor except the executory contracts
listed in Exhibit "B".
(b) Assumption of Residential Tenant Real Estate
Leases. All residential tenant leases in which the
Debtor is lessor shall be assumed on the Effective Date
and assigned to Reorganized Debtor.
(c) Management Agreements. Notwithstanding
anything else in this Plan, the Debtor shall reject the
R&B Management Agreement and the Maxim Management
Agreement effective as of the Effective Date. The
Reorganized Debtor shall enter into new management
agreements with R&B and Maxim on or after the Effective
Date with terms consistent with this Plan.
(d) Payment of Cure Amounts. Any monetary amounts
by which each Executory Contract, the unexpired leases
or unexpired lease, as modified, to be assumed under
Sections 9.01(a) and (b) of the Plan is in default
shall be satisfied, pursuant to Section 365(b)(1) of
the Code, at Reorganized Debtor's option or the
assignee of the Debtor: (1)\by payment of the default
amount in Cash on the Effective Date, (2)\by payment of
the default amount in quarterly Cash installments
commencing on the Effective Date and continuing for one
(1) year or (3)\on
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6159C/10566.9
<PAGE>
such other terms as are agreed to by the parties to such
Executory Contract or unexpired lease. In the event of
a dispute regarding the amount of any cure payments, the
ability of Reorganized Debtor or any assignee to provide
"adequate assurance of future performance" (within the
meaning of Section 365 of the Code) under the contract
or lease to be assumed, or any other matter pertaining
to assumption, the cure payments required by Section
365(b)(1) of the Code shall be made following the entry
of a Final Order resolving the dispute and approving the
assumption.
(e) Remaining Executory Contracts and Leases. All
the Executory Contracts that are in effect on the
Confirmation Date, not identified in Sections 9.01(a),
(b) and (c) above and which have not been previously
rejected, or for which there is not pending a motion to
reject, on or prior to the Confirmation Date, shall be
deemed rejected by the entry of the Confirmation Order.
(f) Rejected Executory Contracts and Proofs of
Claim. The Court shall determine the dollar amount, if
any, of the Claim of any Entity claiming damages by the
rejection of such Executory Contracts under Section
9.01(c) of this Article IX, provided such Entity files
a proof of Claim in the Bankruptcy Court on or before
the Effective Date. Objections to any such proof of
Claim shall be filed by Reorganized Debtor not later
than
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6159C/10566.9
<PAGE>
thirty (30) days after the Effective Date, and the Court
shall determine any such objection. To the extent such
damages are determined by a Final Order of the Court,
such Entity shall become a Class 6 Claimant for such
amount except as allowed by Final Order as an Allowed
Administrative Claim. Any Entity who has a Claim for
rejection of an Executory Contract or Lease who does not
file a proof of Claim therefor on or before the
Effective Date shall not receive any distribution under
this Plan and shall forever be barred from asserting any
Claims against the Debtor, Reorganized Debtor, any
successor to the Debtor or any property of the Estate.
ARTICLE X
COMPOSITION OF GENERAL PARTNER
AND POSTCONFIRMATION MANAGEMENT
10.01. General Partner. The General Partner of the
Debtor shall continue to be CIGNA Realty Resources, Inc. -
Seventh. The General Partner was incorporated in Delaware and
is qualified to do business in the States of California and
Connecticut. The General Partner's office is located at 900
Cottage Grove Road, South Building, Bloomfield, Connecticut
06002. The officers and directors of the General Partner are
as follows:
NAMES OF OFFICERS POSITION WITH THE
AND DIRECTORS OF THE GENERAL PARTNER
GENERAL PARTNER
R. Bruce Albro Director
Philip J. Ward Director
John Wilkinson Director
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6159C/10566.9
<PAGE>
John D. Carey President, Controller
Verne E. Blodgett Vice President, Counsel
Joseph W. Springman Vice President and
Assistant Secretary
David C. Kopp Secretary
Michael N. Sinisgalli Treasurer
The officers and directors of the General Partner receive
no current or proposed direct compensation from the Debtor or
Reorganized Debtor in such capacities. However, certain
officers and directors of the General Partner receive
compensation from the General Partner and, or its Affiliates
(but not from the Debtor or Reorganized Debtor) for services
performed to the Debtor or Reorganized Debtor. The General
Partner will however receive compensation from the Reorganized
Debtor pursuant to the terms and conditions set forth in the
Limited Partnership Agreement attached hereto as Exhibit "C".
10.02. Management. The management of the Property
operations of the Reorganized Debtor shall be performed by
Maxim and R&B as follows:
(a) Maxim Management Agreement. Maxim shall
continue to manage the Amberway Apartments for the
Debtor and, then, the Reorganized Debtor. The
Reorganized Debtor shall enter into a new management
agreement with Maxim. The new management agreement
shall provide for a management fee to Maxim in the
amount of 3% of gross receipts plus the opportunity for
an additional 1.5% incentive fee based upon certain
revenues and expense goals.
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<PAGE>
(b) R&B Management Agreement. R&B shall continue
to manage the Mission Bay East, Arbor Park, West Los
Angeles, Sherman Oaks and Pacifica Club properties.
The Reorganized Debtor shall enter into a new
management agreement with R&B. The new management
agreement shall provide for a management fee to R&B for
all five properties in the amount of 3% of gross
receipts plus an opportunity for an additional 1.5% of
incentive fee based upon certain revenue and expense
goals.
The New Maxim Management Agreement and the New R&B Management
Agreements as set forth in detail the terms and conditions of
the operational management of the Properties, including but not
limited to the payment of management fees.
ARTICLE XI
PROVISIONS FOR THE RETENTION, ENFORCEMENT,
SETTLEMENT OR ADJUSTMENT OF CLAIMS
BELONGING TO THE DEBTOR OR TO THE ESTATE
11.01. Preservation and Handling of Claims. Unless
otherwise provided herein, Reorganized Debtor shall retain and
may enforce all Chapter 5 Causes of Action including but not
limited to all rights pursuant to Sections 502, 510, 544, 545
and 546 of the Bankruptcy Code, all preference claims pursuant
to Section 547 of the Bankruptcy Code not settled prior to or
as a part of this Plan, all fraudulent transfer claims pursuant
to Section 548 of the Bankruptcy Code or state law, all claims
relating to postpetition transactions under Section 549 of the
Bankruptcy Code, all claims recoverable under Section 550 of
44
6159C/10566.9
<PAGE>
the Bankruptcy Code, and all claims against any third party on
account of an indebtedness or any other claim owed to or in
favor of the Debtor. Unless otherwise provided herein, such
claims of the Debtor against third parties may be used by
Reorganized Debtor, at its option, to offset any payment due to
such Entity under this Plan.
11.02. Prosecution of Objections to Claims. Unless
another date is established by the Court or this Plan, all
objections to Claims except for all those Claims otherwise
Allowed in the Plan shall be Filed and served on the holders of
such Claims within thirty (30) days after the Effective Date.
If an objection has not been Filed to the proof of Claim or a
scheduled Claim that relates to a Disputed Claim by the
objection bar dates established herein, the Claim to which the
proof of Claim or scheduled Claim relates shall be treated as
an Allowed Claim if such Claim has not been allowed earlier or
Allowed by the Plan. For cause shown, the deadline to File
objections to Claims may be extended by the Court after notice
and opportunity to object has been given to all parties
requesting requesting special notice.
11.03. Authority to Prosecute Objections. Except as
otherwise set forth in the Plan, Reorganized Debtor shall have
the authority to File objections, settle, compromise, withdraw
or litigate to judgment objections to Disputed Claims. Except
as otherwise set forth under the Plan, objections to Claims
pending prior to the Confirmation Date may be prosecuted by the
45
6159C/10566.9
<PAGE>
party which Filed same, if authorized to do so under applicable
law.
11.04. Treatment of Disputed Claims.
(a) Payments on Account of Disputed Claims.
Notwithstanding any other provisions of the Plan, no
payments or distributions shall be made on account of
the disputed portion of any Disputed Claim or Interest
until such disputed portion of the Disputed Claim or
Disputed Interest becomes an Allowed Claim or an
Allowed Interest, respectively, unless otherwise
ordered by the Court. (b)
Disputed Claims Reserves Distributions on Account of
Disputed Claims, Once Allowed. A Disputed Claims
Reserves shall be established for Classes 4 and 5
Claims. Cash held in the Disputed Claims Reserves
shall be deposited in a segregated bank account in the
name of Reorganized Debtor, for the benefit of
potential claimants of such funds, and shall be
accounted for separately by class. Reorganized Debtor
may invest the cash held in any reserve in investment
vehicles and accounts permitted under the Plan as
selected in Reorganized Debtor's sole discretion
regardless of approval or disapproval by beneficiaries
of the Disputed Claims Reserve. Reorganized Debtor
shall also place in the Disputed Claims Reserve any
net return yielded from the investments held in such
reserve pending distribution. Within thirty (30) days
after the end of
46
6159C/10566.9
<PAGE>
each quarter of a Fiscal Year following the Effective
Date, Reorganized Debtor shall make all distributions on
account of the disputed portion of any Disputed Claim
that has become an Allowed Claim during the preceding
quarter of a Fiscal Year in accordance with the
treatment provided for in the Plan for that respective
Claimant. Such distributions shall be made pursuant to
the provisions of the Plan governing the applicable
Class of Claims.
ARTICLE XII
MISCELLANEOUS
12.01. Discharge. Except as otherwise expressly
provided in this Plan or the Confirmation Order, Confirmation
of this Plan constitutes a discharge of the Debtor effective as
of the Effective Date of any Claim and any "debt" (as that term
is defined in Section 101(12) of the Bankruptcy Code), and the
Debtor's liability in respect thereof is extinguished
completely. Except as otherwise expressly provided in the
Plan, all Claims and debts of the Debtor (whether reduced to
judgment or not, liquidated or unliquidated, contingent or
noncontingent, asserted or unasserted, fixed or not, matured or
unmatured, disputed or undisputed, legal or equitable, known or
unknown) that arose from any agreement of the Debtor entered
into, or obligation of the Debtor incurred, before the
Confirmation Date, or from any conduct of the Debtor prior to
the Confirmation Date, or that otherwise arose before the
47
6159C/10566.9
<PAGE>
Confirmation Date, including, without limitation, all interest,
if any, on any such debts, whether such interest accrued before
or after the Filing Date (including, without limitation, any
liability of a kind specified in Sections 502(g), 502(h) and
502(i) of the Bankruptcy Code, whether or not a proof of Claim
is filed or deemed filed under Section 501 of the Bankruptcy
Code, such Claim is allowed under Section 502 of the Bankruptcy
Code, or the holder of such Claim has accepted this Plan) are
released and discharged as of the Effective Date of this Plan.
12.02. Revesting. Except as otherwise expressly
provided in this Plan or the Confirmation Order, on the
Effective Date, Reorganized Debtor shall be vested with all of
the property of the Estate free and clear of all Claims, liens,
encumbrances, charges and other interests of Creditors and
equity security holders, and may operate its properties free of
any restrictions imposed by the Bankruptcy Code or by the
Court; provided, however, that Reorganized Debtor shall
continue as a debtor in possession under the Bankruptcy Code
until the Effective Date, and, thereafter, Reorganized Debtor
may operate its business free of any restrictions imposed by
the Bankruptcy Code or the Court. Nothing herein shall affect
the right of any claimant to enforce their remedies in the
event of a post-Effective Date default.
12.03. Termination. As of the Effective Date, except
as provided in this Plan or the Confirmation Order, all
entities shall be precluded from asserting against Reorganized
48
6159C/10566.9
<PAGE>
Debtor, its respective successors or its respective property,
any other or further Claims, debts, rights, causes of action,
liabilities or equity interests based upon any act or omission,
transaction or other activity of any kind or nature that
occurred prior to the Effective Date. In accordance with the
foregoing, except as provided in this Plan or the Confirmation
Order, as of the Effective Date, the Confirmation Order shall
be a judicial determination of discharge of all such Claims and
other debts and liabilities against the Debtor and termination
of all such Interests and other rights of equity security
holders in the Debtor, pursuant to Sections 524 and 1141 of the
Code, and such discharge shall void any judgment obtained
against the Debtor at any time, to the extent that such
judgment relates to a Claim discharged. Nothing herein shall
affect the right of any claimant to enforce their remedies in
the event of a post-Effective Date default.
12.04. Injunction. Except as otherwise expressly
provided in this Plan, the Confirmation Order shall provide,
among other things, that all Entities who have held, hold or
may hold Claims and all Entities who have held, hold or may
hold Interests against Reorganized Debtor and any of its
Affiliates, are permanently enjoined on and after the Effective
Date from: (a) commencing or continuing in any manner any
action or other proceeding of any kind with respect to any such
Claim against the Debtor, Reorganized Debtor or any of its
Affiliates; (b) the enforcement, attachment, collection or
49
6159C/10566.9
<PAGE>
recovery by any manner or means of any judgment, award, decree
or order against the Debtor, Reorganized Debtor or any of their
respective Affiliates, or the property of the Debtor,
Reorganized Debtor or any of their Affiliates thereof, with
respect to any such Claim; (c) creating, perfecting or
enforcing any encumbrance of any kind against the Debtor,
Reorganized Debtor or any of their respective Affiliates, or
against the property of the Debtor, Reorganized Debtor or any
of their respective Affiliates, with respect to any such Claim;
and (d) from asserting any setoff, right of subrogation or
recoupment of any kind against any obligation due the Debtor,
Reorganized Debtor or any of its Affiliates, or against the
property of the Debtor, Reorganized Debtor or any of its
Affiliates, with respect to any such Claim. Nothing herein
shall affect the right of any claimant to enforce their
remedies in the event of a post-Effective Date default.
12.05. Term of Injunctions or Stays. Unless otherwise
provided, all injunctions or stays provided for in the case
pursuant to Sections 105 or 362 of the Bankruptcy Code or
otherwise shall remain in full force and effect until the
Effective Date rather than the Confirmation Date.
12.06. Jurisdiction Retained. Until the end of the
Term of the Plan, the Court shall have jurisdiction of all
matters arising under, arising out of or relating to this case
including, but not limited to, the following:
50
6159C/10566.9
<PAGE>
(a) To insure that the purpose and intent of this
Plan are carried out;
(b) To consider any modification of this Plan under
Section 1127 of the Bankruptcy Code;
(c) To hear and determine all Claims,
controversies, default suits and disputes against the
Debtor;
(d) To hear, determine and enforce all Claims and
causes of action which may exist on behalf of the
Debtor or the Estate, including, but not limited to,
any right of the Debtor or the Estate to recover such
claims, causes or rights as enumerated in Article XI
above;
(e) To hear and determine all controversies, suits,
defaults and disputes that may arise in connection with
the interpretation, execution or enforcement of this
Plan;
(f) To hear and determine all requests for
compensation and/or reimbursement of expenses for
services rendered or expenses incurred prior to the
Effective Date which may be made after the Effective
Date of the Plan;
(g) To hear and determine all objections to Claims,
controversies, suits and disputes that may be pending
at or initiated after the Effective Date, except as
provided in the Confirmation Order;
(h) To consider and act on the compromise and
settlement of any Claim against or cause of action on
51
6159C/10566.9
<PAGE>
behalf of the Debtor or the Estate;
(i) To enforce and interpret by injunction or
otherwise the terms and conditions of the Plan;
(j) To enter an order concluding and terminating
this case;
(k) To correct any defect, cure any omission or
reconcile any inconsistency in the Plan or Confirmation
Order which may be necessary or helpful to carry out
the purposes and intent of the Plan;
(l) To determine all questions and disputes
regarding titles to the assets of the Debtor or the
Estate;
(m) To classify the Claims of any creditor and to
re-examine Claims which have been allowed for purposes
of voting, and to determine objections which may be
filed to creditors' Claims (the failure by the Debtor
to object to, or examine any Claim for the purposes of
voting shall not be deemed a waiver of the Debtor's
right to object to, or re-examine the Claim in whole or
part);
(n) To consider and act on such other matters
consistent with this Plan as may be provided in the
Confirmation Order; and
(o) To consider the rejection of Executory
Contracts that are not discovered prior to Confirmation
and allow Claims for damages with respect to the
52
6159C/10566.9
<PAGE>
rejection of any such Executory Contracts within such
future time as the Court may direct.
12.07. Exculpation. The Debtor, Reorganized Debtor,
the Creditors' Committee, and their respective directors,
shareholders, agents, officers, employees, representatives and
attorneys, including Professionals, (acting in such capacity)
shall neither have nor incur liability to any Entity for any
action taken or omitted to be taken in connection with or
related to the formulation, preparation, dissemination,
implementation, Confirmation or consummation of the Plan, the
Disclosure Statement, earlier versions of same or any contract,
instrument, release or other agreement or document created or
entered into, or any other action taken or omitted to be taken
in connection with the Plan or the Case; provided, however,
that the foregoing provisions of this section shall have no
effect on the liability of any Entity that would otherwise
result from any such action or omission to the extent that such
action or omission is determined in a Final Order to have
constituted gross negligence or willful misconduct.
12.08. Nonwaiver. Neither the filing of this Plan and
the accompanying Disclosure Statement, nor any statement or
provision contained herein, nor the taking by the Debtor or a
party in interest of any action with respect to this Plan
shall: (a) be or be deemed to be an admission against interest
and (b) until the Distribution Date, be or be deemed to be a
waiver of any rights of any creditor or party in interest of
53
6159C/10566.9
<PAGE>
Debtor, and until the Distribution Date all such rights are
specifically reserved. In the event that the Effective Date
does not occur, neither this Plan nor any statement contained
herein, may be used or relied upon in any manner in any suit,
action, proceeding or controversy within or outside of the
bankruptcy case involving the Debtor. The Debtor may withdraw
this Plan at any time prior to Confirmation.
12.09. Successors and Assigns. The rights, benefits
and obligations of any Entity named or referred to in the Plan
shall be binding on, and shall inure to the benefit of, any
heir, executor, administrator, successor or assign of such
Entity.
12.10. Modification of the Plan. The Debtor reserves
the right, in accordance with the Bankruptcy Code, to amend or
modify this Plan prior to the Confirmation Date. After the
Confirmation Date, the Debtor may, upon order of the Court,
amend or modify this Plan in accordance with Section 1127(b) of
the Bankruptcy Code, or remedy any defect or omission or
reconcile any inconsistency in this Plan in such manner as may
be necessary to carry out the purposes and intent of this Plan.
12.11. Payment Dates. Whenever any payment or
distribution to be made under the Plan shall be due on a day
other than a Business Day, such payment or distribution shall
instead be made, without interest, on the next Business Day,
54
6159C/10566.9
<PAGE>
except as may be provided in negotiable instruments requiring
such payments.
12.12. Notices. All notices, requests, elections or
demands in connection with the Plan shall be in writing and
shall be deemed to have been given when received or, if mailed,
five (5) days after the date of mailing provided such writing
shall have been sent by registered or certified mail, postage
prepaid, return receipt requested, and sent to the following:
Clifton R. Jessup, Jr.
DIXON & DIXON LTD., L.L.P.
2500 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202
All notices and requests to Claimants and holders of Interests
shall be sent to them at their last known addresses. The
Debtor, and any Claimant or holder of Interests of any Class,
may designate in writing any other address for purposes of this
Section 12.12, which designation shall be effective upon
receipt.
12.13. Governing Law. EXCEPT TO THE EXTENT THAT THE
BANKRUPTCY CODE IS APPLICABLE, THE RIGHTS AND OBLIGATIONS
ARISING UNDER THIS PLAN SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA.
12.14. Severability. Should any provision in this
Plan be determined to be unenforceable, such determination
shall in no way limit or affect the enforceability and
operative effect of any and all other provisions of this Plan.
55
6159C/10566.9
<PAGE>
ARTICLE XIII
CONFIRMABILITY OF THE PLAN AND CRAMDOWN
13.01. Cramdown. The Debtor hereby requests
Confirmation under Section 1129(b) of the Bankruptcy Code of
any impaired Class that does not accept the Plan pursuant to
Section 1126 of the Bankruptcy Code.
///
56
6159C/10566.9
<PAGE>
RESPECTFULLY SUBMITTED THIS DAY OF MAY, 1995.
CALIFORNIA SEVEN ASSOCIATES
LIMITED PARTNERSHIP, a California
Limited Partnership
By: CIGNA REALTY RESOURCES, INC.-
SEVENTH, a Delaware
corporation
By:
John D. Carey, President
AND
By:
CLIFTON R. JESSUP, JR.
DIXON & DIXON LTD., L.L.P.
ITS ATTORNEYS
57
6159C/10566.9
<PAGE>
EXHIBIT "A"
DEBTOR'S FINANCIAL PROJECTIONS
<PAGE>
<TABLE>
CAL-7 PROJECTED CASH FLOW
CONSOLIDATED SOURCES AND USES
<CAPTION>
1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
Total Sources 9,801,815 8,833,239 11,325,671 11,532,905 12,097,377
Total Uses (4,209,814) (12,855,054) (11,907,751) (11,777,005) (11,821,934)
Net Cash Flow 5,592,001 (4,021,815) (582,080) (244,100) 275,444
Cash Balance 5,592,001 1,570,186 988,106 744,006 1,019,449
</TABLE>
<TABLE>
<CAPTION>
2000 2001 2002 2003 2004
<S> <C> <C> <C> <C> <C>
Total Sources 12,657,256 13,261,881 13,963,365 14,712,054 166,186,192
Total Uses (11,809,002) (11,848,333) (11,889,232) (11,931,548) (174,322,081)
Net Cash Flow 848,254 1,413,548 2,074,133 2,780,505 (8,135,889)
Cash Balance 1,867,703 3,281,251 5,355,384 8,135,889 0
</TABLE>
<PAGE>
<TABLE>
CAL-7 PROJECTED CASH FLOW
SOURCES DETAIL
<CAPTION>
1995 1996 1997 1998 1999 2000
<S> <C> <C> <C> <C> <C> <C>
Property Operations (1):
Amberway 528,782 1,366,079 1,390,231 1,419,861 1,464,268 1,489,221
Arbor Park 326,563 946,444 970,259 994,545 1,019,304 1,044,536
Mission Bay East 1,131,285 2,800,316 2,979,491 3,071,566 3,266,269 3,426,316
Pacifica Club 629,471 1,729,153 1,777,343 1,826,750 1,877,399 1,929,312
West LA 719,329 1,929,743 2,046,215 2,169,309 2,299,369 2,442,054
Sherman Oaks (2) (284,010) (240,656) 2,070,470 1,980,736 2,099,814 2,225,587
Net Cash Flow from Oper. 3,051,420 8,531,079 11,234,009 11,462,767 12,026,423 12,557,026
Interest Income:
Security Deposits (3) 10,700 25,680 25,680 25,680 25,680 25,680
Cash Balance (4) 124,538 183,506 65,982 44,458 45,274 74,550
Insurance Proceeds (5) 303,686 92,974
Rent Loss Insurance 3,965,525
Available Cash on Hand (7) 1,079,946
Sherman Oaks Cash 504,000
Collateral Account
Taxes & Insurance Cash 762,000
Collateral Account
Total Sources 9,801,815 8,833,239 11,325,671 11,532,905 12,097,377 12,657,256
</TABLE>
<TABLE>
<CAPTION>
2001 2002 2003 2004 2005
<S> <C> <C> <C> <C> <C>
Amberway 1,524,736 1,560,789 1,597,362 1,634,439 1,671,999
Arbor Park 1,070,244 1,096,428 1,123,086 1,150,218 1,177,823
Mission Bay East 3,594,206 3,770,322 3,955,068 4,148,866 4,352,160
Pacifica Club 1,962,517 2,037,037 2,092,897 2,150,122 2,209,250
West LA 2,592,603 2,752,077 2,920,336 3,096,069 3,281,833
Sherman Oaks 2,358,418 2,496,690 2,646,805 2,803,187 2,968,575
Net Cash Flow from Oper. 13,102,724 13,713,343 14,335,554 14,982,901 15,661,640
Interest Income:
Security Deposits (3) 25,680 25,680 25,680 25,680
Cash Balance (4) 133,477 224,342 350,820 518,395
Insurance Proceeds (5)
Sales Proceeds (6) 150,659,216
Rent Loss Insurance
Available Cash on Hand (7)
Sherman Oaks Cash
Collateral Account
Taxes & Insurance Cash
Collateral Account
Total Sources 13,261,881 13,963,365 14,712,054 166,186,192
</TABLE>
(1) Assumes August 1 to December 31 cash flows from operations
(includes full year of insurance expenses to be paid in December).
The individual property cash flows were estimated based on 1994
actual results and conservative growth projections. Assumes post
confirmation commencement of operations on August 1, 1995.
(2) Sherman Oaks cash flow assumes lease-up begins during 1996.
(3) Assumes interest earned of 5.35% (our current short-term investment
rate) on an average security deposit balance of $480,000.
(4) Represents 5.35% interest earned on the average cash balance.
Calculation assumes all sources and uses are spread equally over
the period (i.e. divide total activity by 2)
(5) Represents the interest earned on the $9,250,000 insurance proceeds
finally received from Aetna on April 24, 1995. Calculation
assumes 5.6% interest on the total amount ($9,250,000) from April
27 until July 30 and then equal draws against the balance over
the 12 months of drawings, permits and construction for Sherman
Oaks.
(6) Calculated using MT's assumptions (most pessimistic) of a weighted
terminal capitalization rate of 10.1875% applied to the 2005
cash flow and a 2% deduction for sales costs.
(7) Does not include $300,000 commitment from the City of Los Angeles
Housing Department.
<PAGE>
<TABLE>
CAL - 7 PROJECTED CASH FLOW
USES DETAIL
<CAPTION>
1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
Additional Costs for Sherman Oaks (1) 1,728,000
Debt Service to Travelers (2):
Sherman Oaks Loan 403,542 1,210,625 100,885
Balance of Loan 2,848,997 8,546,991 712,249
Total Loan 9,688,235 10,568,984 10,568,984
Principal Balance
Payment to Congen 50,000
Unsecured Non-Insider Trade Creditors:
Contracts Assumed (3) 115,251
Administrative Conv. Claims (4) 20,407 20,406
Property Tax Claims (5) 48,353 58,701 56,114 53,527 50,940
Other Claims (5) 153,490 169,913 161,702
Capital Expenditures:
Amberway 21,333 97,100 111,000 105,000 109,200
Arbor Park 51,583 225,533 234,554 243,936 253,694
Mission Bay East 90,150 287,600 293,352 299,219 305,203
Pacifica Club 71,595 206,796 215,068 223,671 232,617
West LA 120,379 130,056 135,258 140,669 146,295
Sherman Oaks 0 0 26,000 42,000 55,000
Admin. Claims (prof. fees) 200,983 73,333 73,333
Statutory Fees 3,750
CII Management Fees (6)
General Partner's Salary (6)
Partnership Expenses 10,000 100,000 100,000 100,000 100,000
Distribution to Equity Holders
Total Uses 4,209,814 12,855,054 11,907,751 11,777,005 11,821,934
</TABLE>
<TABLE>
<CAPTION>
2000 2001 2002 2003 2004
<S> <C> <C> <C> <C> <C>
Additional Costs for Sherman Oaks (1)
Debt Service to Travelers (2):
Sherman Oaks Loan
Balance of Loan
Total Loan 10,568,984 10,568,984 10,568,984 10,568,984 10,568,984
Principal Balance 91,956,029
Payment to Congen
Unsecured Non-Insider Trade Creditors:
Contacts Assumed (3)
Administrative Conv. Claims (4)
Property Tax Claims (5)
Other Claims (5)
Capital Expenditures:
Amberway 113,600 118,100 122,900 127,800 132,900
Arbor Park 263,842 274,395 285,371 296,786 308,657
Mission Bay East 311,307 317,534 323,884 330,362 336,969
Pacifica Club 241,922 251,599 261,663 272,129 283,015
West LA 152,147 158,233 164,562 171,145 177,991
Sherman Oaks 57,200 59,488 61,868 64,342 66,916
Admin. Claims (prof. fees)
Statutory Fees
CII Management Fees (6) 2,067,701
General Partner's Salary (6) 1,412,500
Partnership Expenses 100,000 100,000 100,000 100,000 100,000
Distribution to Equity Holders 66,910,419
Total Uses 11,809,002 11,848,333 11,889,232 11,931,548 174,322,081
</TABLE>
(1) Represents the $1,000,000 insurance deductible and $728,000 cost
to upgrade the units based on Paul Foster's report.
(2) Debt service to Travelers assume 10.3% on $82,980,497 and 8.125%
on $14,900,000 interest only for the first year and a half
(Sherman Oaks construction and lease-up period), then 10.3%
interest with 30 year amortization on $97,880,497 over the
remainder of the loan.
(3) Represents the total ($115,251.39) amount of default for the
Executory Contracts that the Reorganized Debtor assumes. Assumes
payment in full on the Effective Date.
(4) Represents the total ($40,812.99) unsecured allowed claims of
$1,000 or less. Assumes payment of 50% on the Effective Date and
50% seven months after the Effective Date.
(5) Assumes property tax claims of $241,765.58 is paid over a five
year period and the other non-insider trade creditors claims
(greater than $1,000) of $460,470.61 is paid over a three year
period. Both claims assume annual payments on August 1 and each
payment includes 5.35% interest on the outstanding balance.
(6) CIGNA Investments, Inc. (CII) management fees represents 1% of
total property revenues. General Partner's salary is a flat
$150,000 per year. Both amounts are deferred without interest
until disposition.
<PAGE>
EXHIBIT "B"
REJECTED EXECUTORY CONTRACTS
<PAGE>
EXHIBIT "B"
REJECTED EXECUTORY CONTRACTS
1. R&B Management Agreements
a. Management Agreement, Arbor Park Apartments, Upland,
California, dated May 1, 1991;
b. Management Agreement, Pacifica Club Apartments,
dated May 1, 1992;
c. Second Amendment to Management and Leasing Agreement
dated August 1992;
d. First Amendment to Management and Leasing Agreement
dated January 1, 1991; and
e. Management and Leasing Agreement dated January 30,
1985.
2. Maxim Management Agreement
Management Agreement dated May 1, 1992, by and between
California Seven Associates Limited Partnership and
Promethius Management Group, as supplemented and amended
from time to time.
<PAGE>
EXHIBIT "C"
LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement is incorporated by reference.
<PAGE>
EXHIBIT "D"
THIRD NOTE MODIFICATION AGREEMENT;
THIRD DEED OF TRUST MODIFICATION AGREEMENT; AND
SECOND AMENDMENT TO SECURITY AGREEMENT
<PAGE>
THIRD NOTE MODIFICATION AGREEMENT
(CALIFORNIA SEVEN ASSOCIATES LIMITED PARTNERSHIP)
Loan No. 502108-5
THIS THIRD NOTE MODIFICATION AGREEMENT is made as of
\\\\\\\[Date] (the "Effective Date") by and between
California Seven Associates Limited Partnership, a California
limited partnership (hereinafter referred to as "Borrower"), and The
Travelers Insurance Company, a Connecticut corporation (hereinafter
referred to as "Lender").
RECITALS:
A. Borrower and IFD Properties, Inc.-First, a Delaware
corporation ("IFD"), are the makers of that certain Note Secured by
Deeds of Trust in the original principal amount of One Hundred
Million Dollars ($100,000,000), dated December 20, 1984, as amended
by Modification Agreement dated August 1, 1987, and Second Note
Modification Agreement, dated May 1, 1990 (hereinafter collectively
referred to as the "Note").
B. The Note is secured by Deeds of Trust, recorded on
December 20, 1984, and by Second Deed of Trust Modification
Agreements, recorded on the dates hereinafter provided (individually
hereinafter referred to as a "Deed of Trust" and collectively as the
"Deeds of Trust"), against the Properties therein more fully
described (individually hereinafter referred to as a "Property" and
collectively as the "Properties"), as follows:
1. Arbor Park Apartments (San Bernardino County).
Official Records of San Bernardino County, California, as
Document No. 84-303705; as amended by Document
No. , filed ;
2. Mission Bay East Apartments (San Diego County).
Official Records of San Diego County, California, as
Document No. 84-474369; as amended by Document
No. , filed ;
3. Pacifica Club Apartments (Orange County). Official
Records of Orange County, California, as Document No.
84-525617; as amended by Document No. ,
filed ;
4. Amberway Apartments (Orange County). Official
Records of Orange County, California, as Document No.
84-525621; as amended by Document No. ,
filed ;
THIRD NOTE MODIFICATION AGREEMENT - Page 1 -
5404U/10566.9
<PAGE>
5. Sherman Oaks Apartments (Los Angeles County).
Official Records of Los Angeles County, California, as
Document No. 84-1489393; as amended by Document
No. , filed ;
6. Oakwood Apartments-West Los Angeles (Los Angeles
County). Official Records of Los Angeles County,
California, as Document No. 84-1489397; as amended by
Document No. , filed ;
C. The Note is further secured by that certain bank account
(Account No. ) styled ,
at [Bank] , , California (the
"Account"), with a balance as of the Effective Date of $ .
The Account shall be in substitution for the Account described in
that certain security agreement created in that certain Modification
Agreement, dated August 1, 1987, entered into between Borrower and
Lender, as amended by that certain First Amendment to Security
Agreement, dated as of May 1, 1990, by and between Borrower and
Lender (hereinafter collectively referred to as the "Security
Agreement").
D. The Note, Deeds of Trust, Security Agreement and all
other security agreements executed in connection therewith, as
modified, are referred to as the "Loan Documents".
E. Pursuant to that certain order confirming Borrower's
Amended Plan of Reorganization (the "Order"), entered by the United
States Bankruptcy Court for the Central District of California,
Santa Ana Division (the "Bankruptcy Court"), in the Chapter 11 Case
No. SA 94-19491-JR, In re: California Seven Associates Limited
Partnership, a California limited partnership, Debtor (the
"Bankruptcy Case"), on , the Bankruptcy Court
approved the Borrower's Amended Plan of Reorganization (the "Plan")
which required that the Note, Deeds of Trust, and Security Agreement
be modified as hereinafter provided and as provided in the six (6)
Third Deed of Trust Modification Agreements and in the Second
Amendment to Security Agreement entered into by Borrower and Lender
contemporaneously herewith.
NOW, THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby expressly acknowledged,
the parties agree to amend the Note as follows:
1. Principal Balance and Maturity Date. As of the Effective
Date, the principal balance of the Note is fixed at [Amount to be
determined by the Court] (the "Principal Balance") and shall be due
and payable together with any and all other amounts which are due
and unpaid under the Note as hereby modified (including without
limitation any late charges, default charges and advances but only
to the extent the same are incurred after the
THIRD NOTE MODIFICATION AGREEMENT - Page 2 -
5404U/10566.9
<PAGE>
Effective Date unless allowed by the Bankruptcy Court) on December
31, 2004 (the "Maturity Date"), unless sooner paid as hereinafter
set forth.
2. Sherman Oaks Principal.
(a) Commencing on [Effective Date], but subject to
adjustment as hereinafter provided, interest shall accrue on
$14,900,000 of the Principal Amount of the Note (the
"Sherman Oaks Principal") commencing at the rate of 8.125%
and adjusted monthly as described hereafter until
Stabilization of Occupancy (Stabilization of Occupancy as
referenced herein shall mean that the physical occupancy at
Sherman Oaks shall average 90% for at least 90 days), at
which time the Sherman Oaks Principal shall bear interest
commencing at the rate of 10.3% and adjusted monthly as
described hereafter throughout the remainder of the term of
Note. Notwithstanding the foregoing, commencing on [First
of the Month Following Effective Date], and on the first
(1st) day of each month (the "Interest Rate Adjustment
Date") thereafter during the term of the Note, the Sherman
Oaks Principal shall bear interest at the Sherman Oaks
Adjusted Rate (as hereinafter defined). The term "Sherman
Oaks Adjusted Rate" shall mean the 30-day London Inter-Bank
Offering Rate ("LIBOR") that is published daily in the Wall
Street Journal which is in effect on the applicable Interest
Rate Adjustment Date (or the 30-day LIBOR in effect on the
next business day if the Interest Rate Adjustment Date falls
on a day for which the 30-day LIBOR is not published in the
Wall Street Journal) plus 2%. The interest rate on the
Sherman Oaks Principal shall be adjusted on each Interest
Rate Adjustment Date during the term of the loan evidenced
by this Note.
(b) Interest only on the Sherman Oaks Principal shall be
due and payable monthly, in arrears, at the interest rates
hereinabove provided, on the tenth (10th) day of each
following calendar month, beginning [10th Day of Month
Following Effective Date], and continuing regularly and
monthly thereafter until and including Stabilization of
Occupancy, after which date principal and interest shall be
due and payable in monthly installments of principal and
interest (based upon a 30-year amortization of the then
unpaid Sherman Oaks Principal at the interest rate then in
effect hereinafter defined) payable on the tenth (10th) day
of each and every following calendar month, beginning
Stabilization of Occupancy, and continuing regularly and
monthly thereafter until the Maturity Date, at which time
the unpaid portion of the Sherman Oaks Principal, together
with all accrued interest thereon, shall be due and payable
in full.
THIRD NOTE MODIFICATION AGREEMENT - Page 3 -
5404U/10566.9
<PAGE>
3. Remaining Property Principal.
(a) Commencing on [Effective Date], but subject to
adjustment as hereinafter provided, interest shall accrue on
[Principal balance - Sherman Oaks Principal] ($ )
of the Principal Amount of the Note (the "Remaining Property
Principal") commencing at the rate of 10.3% and adjusted
monthly as described hereafter throughout the term of the
loan evidenced by this Note. Notwithstanding the foregoing,
commencing on [First of Month Following Effective Date], and
on each Interest Rate Adjustment Date thereafter during the
term of the Note, the Remaining Property Principal shall
bear interest at the Remaining Property Adjusted Rate (as
hereinafter defined). The interest rate on the Remaining
Property Principal shall be adjusted on each successive
Interest Rate Adjustment Date during the term of the loan
evidenced by this Note. The term "Remaining Property
Adjusted Rate" shall mean the LIBOR (as hereinabove defined)
plus 4.175%.
(b) Interest only on the Remaining Property Principal
shall be due and payable, monthly, in arrears, at the
interest rates hereinabove provided, on the tenth (10th) day
of each following calendar month, beginning [10th day of the
month following the Effective Date] and continuing regularly
and monthly thereafter until and including [date
approximately 18 months following Effective Date] after
which date principal and interest shall be due and payable
in monthly installments of principal and interest (based
upon a 30-year amortization of the then unpaid Remaining
Property Principal at the interest rate then in effect),
payable on the tenth (10th) day of each and every following
calendar month, beginning [10th day of the month following
the Effective Date], and continuing regularly and monthly
thereafter until the Maturity Date, at which time the unpaid
portion of the Remaining Property Principal, together with
all accrued interest thereon, shall be due and payable in
full.
(c) Interest shall be calculated on the actual number of
days on the basis of a year of 365 days.
4. Application of Monthly Installments. Each monthly
installment of principal and interest shall be applied first to the
payment of the interest then accrued and due on the unpaid principal
balance of the Sherman Oaks Principal or the Remaining Property
Principal, as the case may be, and the remainder shall be applied to
the reduction of the unpaid principal thereof.
5. Release of Lien. The provisions of the Note and the
Deeds of Trust, as amended by the Modification Agreement, dated
August 1, 1987, and the Second Note Modification Agreement and the
Second Deed of Trust Modification Agreement, both dated as of May 1,
1990, which delete the language from Paragraph 32 of the Deeds of
THIRD NOTE MODIFICATION AGREEMENT - Page 4 -
5404U/10566.9
<PAGE>
Trust regarding transfer of the Property and which substitute
language therefor providing for the release of the liens created by
the Deeds of Trust are hereby deleted in their entirety and replaced
by the following provision:
Lender shall release the lien of the Deed of Trust
encumbering a Property upon payment of the amount (the
"Release Price") hereinbelow set forth with respect to said
Property (subject to proportional increases for any accrued
and unpaid postpetition interest, if any, to which the
Lender is allowed by the Bankruptcy Court, and adjustments
for payments made):
Amberway Apartments $12,550,000
Arbor Park Apartments $ 8,410,000
Mission Bay East Apartments $25,500,000
Oakwood Apartments-West Los Angeles $18,600,000
Pacifica Club Apartments $16,000,000
Sherman Oaks Apartments $16,820,497
The Lender shall apply the Release Price tendered with respect to
the Sherman Oaks Apartments to reduce, first, the Sherman Oaks
Principal, and, to the extent of any excess funds after such
application, to reduce the Remaining Property Principal. The Lender
shall apply the Release Price tendered with respect to each of the
other apartments hereinabove set forth to reduce, first, the
Remaining Property Principal and, to the extent of any excess funds
after such application to reduce the Sherman Oaks Principal. All
such prepayments shall be allowed without penalty or prepayment
fee. Interest shall immediately cease upon amounts of principal
prepaid.
6. Prepayments. The Note may be prepaid, in whole or in
part, at any time and from time to time, without penalty or
prepayment fee. Except as hereinafter provided to the contrary in
Paragraph 5 hereinabove, all prepayments shall be applied, pro rata,
toward the payment of installments of the Sherman Oaks Principal and
Remaining Properties Principal next maturing thereon, and interest
shall immediately cease upon amounts of principal prepaid thereon.
7. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of California, without regard
to its conflict of law principles.
8. No Other Agreements. Borrower and Lender each
acknowledge that there are no other agreements or representations,
either oral or written, express or implied, not embodied in the
Note, as modified herein, the Deeds of Trust, as modified herein,
the Security Agreement, as modified herein, and all other security
instruments executed in connection therewith, which, together,
represent a complete integration of all prior and contemporaneous
THIRD NOTE MODIFICATION AGREEMENT - Page 5 -
5404U/10566.9
<PAGE>
agreements and understandings of Borrower and Lender and, except to
the extent modified herein or as otherwise provided to the contrary
in the Plan, the provisions of the Note, Deeds of Trust, Security
Agreement and other loan documents executed in connection therewith,
are hereby ratified and confirmed.
9. Ratification. Except as expressly modified herein, or in
the Third Deed of Trust Modification Agreements of even date
herewith, or the Second Amendment to Security Agreement of even date
herewith or as otherwise provided to the contrary in the Plan, the
Note, Deeds of Trust, Security Agreement and other Loan Documents
shall remain in full force and effect, and all of the terms and
provisions of the Note, Deeds of Trust, Security Agreement and other
Loan Documents, as so modified, are hereby ratified and reaffirmed.
10. Lien Priority. All of the Property shall remain in all
respects subject to the lien, charge, and encumbrance of the Deeds
of Trust, as herein modified, and nothing herein contained, and
nothing done pursuant hereto, shall affect the lien, charge or
encumbrance of the Deeds of Trust, as herein modified, or the
priority thereof over other liens, charges, encumbrances or
conveyances, or to release or affect the liability of any party or
parties whosoever who may now or hereafter be liable under or on
account of the Note and/or Deeds of Trust and/or other Loan
Documents nor any shall anything herein contained or done in
pursuance hereof affect or be construed to affect any other security
or instrument, if any, held by Lender as security for or evidence of
the aforesaid indebtedness.
11. Counterparts. This Third Note Modification Agreement may
be executed simultaneously or in counterparts, each of which shall
be deemed an original, but all of which taken together shall
constitute one and the same instrument.
12. Binding Effect. This Third Note Modification Agreement
shall be binding upon and shall inure to the benefit of Borrower
(and the partners thereof), and Lender and their respective
successors, assigns, grantees, heirs, executors, personal
representatives and administrators.
13. Memorandum. The parties hereto shall execute and record
a Memorandum of this Agreement in the Official Records in each of
the counties in which the Properties are located.
14. Headings. The headings used in connection with the
paragraphs of this Agreement are for convenience only and shall not
be deemed to construe or limit the meaning of the language of this
Agreement.
THIRD NOTE MODIFICATION AGREEMENT - Page 6 -
5404U/10566.9
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Third Note Modification Agreement to be effective as of the
Effective Date.
Attest: THE TRAVELERS INSURANCE COMPANY, a
Connecticut corporation
By: By:
Its: Name:
Title:
LENDER
Attest: CALIFORNIA SEVEN ASSOCIATES
LIMITED PARTNERSHIP, a California
limited partnership
By: CIGNA Realty Resources, Inc.-Seventh, a Delaware corporation,
General Partner
By: By:
Its: Name:
Title:
BORROWER
THIRD NOTE MODIFICATION AGREEMENT - Page 7 -
5404U/10566.9
<PAGE>
THE STATE OF
THE COUNTY OF
On , before me, the undersigned, a
Notary Public in and for said State, personally
appeared and , personally
known to me or proved to me on the basis of satisfactory evidence to
be the persons who executed the within instrument respectively as
the and the on behalf of the
corporation therein named, and acknowledged to me that such
corporation executed the within instrument pursuant to its bylaws or
a resolution of its board of directors.
WITNESS MY HAND AND OFFICIAL SEAL.
Notary Public in and for the
State of
Printed/Typed Name of Notary Public
My Commission Expires:
THE STATE OF
THE COUNTY OF
On , before me, the undersigned, a
Notary Public in and for said State, personally
appeared and , personally
known to me or proved to me on the basis of satisfactory evidence to
be the persons who executed the within instrument respectively as
the and the on behalf of the
corporation therein named, and acknowledged to me that such
corporation executed the within instrument pursuant to its bylaws or
a resolution of its board of directors.
WITNESS MY HAND AND OFFICIAL SEAL.
Notary Public in and for the
State of
Printed/Typed Name of Notary Public
My Commission Expires:
THIRD NOTE MODIFICATION AGREEMENT - Page 8 -
5404U/10566.9
<PAGE>
THIRD DEED OF TRUST MODIFICATION AGREEMENT
CALIFORNIA SEVEN ASSOCIATES LIMITED PARTNERSHIP)
THIS THIRD DEED OF TRUST MODIFICATION AGREEMENT is made as
of [Date] (the "Effective Date") by and between
California Seven Associates Limited Partnership, a California
limited partnership (hereinafter referred to as "Trustor"), Ticor
Title Insurance Company of California, a California corporation
("Trustee"), and The Travelers Insurance Company, a Connecticut
corporation (hereinafter referred to as "Beneficiary").
RECITALS:
A. Trustor is the maker of that certain Note secured by
Deeds of Trusts in the original principal amount of One Hundred
Million Dollars ($100,000,000), dated December 20, 1984, as amended
by Modification Agreement, dated August 1, 1987, Second Note
Modification Agreement, dated as of May 1, 1990, and Third Note
Modification Agreement of even date herewith (hereinafter
collectively referred to as the "Note").
B. The Note is secured, inter alia, by that certain Deed of
Trust recorded on December 20, 1984, in the Official Records
of County, California, as Document No. ,
as amended by that certain Second Deed of Trust Modification
Agreement, recorded on , in the Official Records
of County, California, as Document
No. (the "Deed of Trust") covering the property
therein described (the "Property").
C. The Note is further secured by that certain bank account
(Account No. ) styled ,
at [Bank] , , California (the
"Account"), with a balance as of the Effective Date of $ .
The Account shall be in substitution for the Account described in
that certain security agreement created in that certain Modification
Agreement, dated August 1, 1987, entered into between Trustor and
Beneficiary, as amended by that certain First Amendment to Security
Agreement, dated as of May 1, 1990, by and between Trustor and
Beneficiary (hereinafter collectively referred to as the "Security
Agreement").
D. The Note, Deeds of Trust, Security Agreement and all
other security agreements executed in connection therewith, as
modified, are referred to as the "Loan Documents".
E. Pursuant to that certain order confirming Trustor's
Amended Plan of Reorganization (the "Order"), entered by the United
States Bankruptcy Court for the Central District of California,
Santa Ana Division (the "Bankruptcy Court"), in the Chapter 11 Case
No. SA 94-19491-JR, In re: California Seven Associates Limited
THIRD DEED OF TRUST MODIFICATION AGREEMENT - Page 1 -
5406U/10566.9
<PAGE>
Partnership, a California limited partnership, Debtor (the
"Bankruptcy Case"), on , the Bankruptcy Court
approved the Trustor's Amended Plan of Reorganization (the "Plan")
which required that the Note, Deeds of Trust, and Security Agreement
be modified as hereinafter provided and as provided in the six (6)
Third Deed of Trust Modification Agreements and in the Second
Amendment to Security Agreement entered into by Trustor and
Beneficiary contemporaneously herewith.
NOW, THEREFORE, in consideration of the mutual promises
contained herein, the parties agree to amend the Deed of Trust as
follows:
1. Release of Lien. The provisions of the Note and the Deed
of Trust, as amended, which delete the language from Paragraph 32 of
the Deed of Trust regarding transfer of the Property and which
substitute language therefor providing for the release of the liens
created by the Deed of Trust are hereby deleted in their entirety
and replaced by the following provision:
Beneficiary shall release the lien of the Deed of Trust
encumbering a Property upon payment of the amount (the
"Release Price") hereinbelow set forth with respect to said
Property (subject to proportional increases for any accrued
and unpaid postpetition interest, if any, to which the
Beneficiary is allowed by the Bankruptcy Court, and
adjustments for payments made):
Amberway Apartments $12,550,000
Arbor Park Apartments $ 8,410,000
Mission Bay East Apartments $25,500,000
Oakwood Apartments-West Los Angeles $18,600,000
Pacifica Club Apartments $16,000,000
Sherman Oaks Apartments $16,820,497
The Beneficiary shall apply the Release Price tendered with respect
to the Sherman Oaks Apartments to reduce, first, the Sherman Oaks
Principal (as defined in the Note) and, to the extent of any excess
funds after such application, to reduce the Remaining Property
Principal (as defined in the Note). The Beneficiary shall apply the
Release Price tendered with respect to each of the other apartments
hereinabove set forth to reduce, first, the Remaining Propety
Principal, to the extent of any excess funds after such application,
to reduce the Sherman Oaks Principal. All such prepayments shall be
allowed without penalty or prepayment fee. Interest shall
immediately cease upon amounts of principal prepaid.
2. Ratification. Except as expressly modified herein, or in
the Third Note Modification Agreement of even date herewith, or the
Second Amendment to Security Agreement of even date herewith, or as
otherwise provided to the contrary in the Plan, the Note, Deed of
THIRD DEED OF TRUST MODIFICATION AGREEMENT - Page 2 -
5406U/10566.9
<PAGE>
Trust, Security Agreement and other Loan Documents shall remain in
full force and effect, and all of the terms and provisions of the
Note, Deed of Trust, Security Agreement and other Loan Documents as
so modified, are hereby ratified and reaffirmed.
3. Lien Priority. The Property shall remain in all respects
subject to the lien, charge and encumbrance of the Deed of Trust, as
herein modified, and nothing herein contained, and nothing done
pursuant hereto, shall affect the lien, charge or encumbrance of the
Deed of Trust, as herein modified, or the priority thereof over
other liens, charges, encumbrances or conveyances, or to release or
affect the liability of any party or parties whomsoever who may now
or hereafter be liable under or on account of the Note and/or Deed
of Trust, nor shall anything herein contained or done in pursuance
hereof affect or be construed to affect any other security or
instrument, if any, held by Beneficiary as security for or evidence
of the aforesaid indebtedness.
4. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of California, without regard
to its conflict of law principles.
5. No Other Agreements. Trustor and Beneficiary each
acknowledge that there are no other agreements or representations,
either oral or written, express or implied, not embodied in the Deed
of Trust, as modified herein, the Note, the Security Agreement, and
all other security instruments executed in connection therewith,
which, together, represent a complete integration of all prior and
contemporaneous agreements and understandings of Trustor and
Beneficiary, and, except to the extent modified herein or otherwise
provided to the contrary in the Plan, the provisions of the Note,
Deeds of Trust, Security Agreement and other Loan Documents executed
in connection therewith, are hereby ratified and confirmed.
6. Counterparts. This Third Deed of Trust Modification
Agreement may be executed simultaneously or in counterparts, each of
which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.
7. Binding Effect. This Third Deed of Trust Modification
Agreement shall be binding upon and shall inure to the benefit of
Trustor (and the partners thereof), and Beneficiary and their
respective successors, assigns, grantees, heirs, executors, personal
representatives and administrators.
8. Headings. The headings used in connection with the
paragraphs of this Agreement are for convenience only and shall not
be deemed to construe or limit the meaning of the language of this
Agreement.
THIRD DEED OF TRUST MODIFICATION AGREEMENT - Page 3 -
5406U/10566.9
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Third Deed of Trust Modification Agreement to be effective as of the
Effective Date.
Attest: THE TRAVELERS INSURANCE COMPANY, a
Connecticut corporation
By: By:
Its: Name:
Title:
BENEFICIARY
Attest: TICOR TITLE INSURANCE COMPANY OF
CALIFORNIA, a California
corporation
By: By:
Its: Name:
Title:
TRUSTEE
Attest: CALIFORNIA SEVEN ASSOCIATES
LIMITED PARTNERSHIP, a California
limited partnership
By: CIGNA Realty Resources, Inc.-Seventh, a Delaware corporation,
General Partner
By: By:
Its: Name:
Title:
TRUSTOR
THIRD DEED OF TRUST MODIFICATION AGREEMENT - Page 4 -
5406U/10566.9
<PAGE>
THE STATE OF
THE COUNTY OF
On , before me, the undersigned, a
Notary Public in and for said State, personally
appeared and , personally
known to me or proved to me on the basis of satisfactory evidence to
be the persons who executed the within instrument respectively as
the and the on behalf of the
corporation therein named, and acknowledged to me that such
corporation executed the within instrument pursuant to its bylaws or
a resolution of its board of directors.
WITNESS MY HAND AND OFFICIAL SEAL.
Notary Public in and for the
State of
Printed/Typed Name of Notary Public
My Commission Expires:
THE STATE OF
THE COUNTY OF
On , before me, the undersigned, a
Notary Public in and for said State, personally
appeared and , personally
known to me or proved to me on the basis of satisfactory evidence to
be the persons who executed the within instrument respectively as
the and the on behalf of the
corporation therein named, and acknowledged to me that such
corporation executed the within instrument pursuant to its bylaws or
a resolution of its board of directors.
WITNESS MY HAND AND OFFICIAL SEAL.
Notary Public in and for the
State of
Printed/Typed Name of Notary Public
My Commission Expires:
THIRD DEED OF TRUST MODIFICATION AGREEMENT - Page 5 -
5406U/10566.9
<PAGE>
THE STATE OF
THE COUNTY OF
On , before me, the undersigned, a
Notary Public in and for said State, personally
appeared and , personally
known to me or proved to me on the basis of satisfactory evidence to
be the persons who executed the within instrument respectively as
the and the on behalf of the
corporation therein named, and acknowledged to me that such
corporation executed the within instrument pursuant to its bylaws or
a resolution of its board of directors.
WITNESS MY HAND AND OFFICIAL SEAL.
Notary Public in and for the
State of
Printed/Typed Name of Notary Public
My Commission Expires:
THIRD DEED OF TRUST MODIFICATION AGREEMENT - Page 6 -
5406U/10566.9
