FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........to.........
Commission file number 0-15546
ANGELES PARTNERS XV
(Exact name of small business issuer as specified in its charter)
California 95-4046025
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (803) 239-1000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) ANGELES PARTNERS XV
STATEMENT OF NET LIABILITIES IN LIQUIDATION
<TABLE>
<CAPTION>
September 30, 1995
<S>
Assets <C>
Cash:
Unrestricted $ 235,209
Restricted--tenant security deposits 38,738
Accounts receivable 34,253
Escrow for taxes 34,389
Other assets 47,291
Investment properties 5,350,000
5,739,880
Liabilities
Accounts payable 1,368
Tenant security deposits 11,028
Property taxes 82,073
Interest 1,391,453
Other 52,630
Mortgage notes payable in default 6,967,409
Estimated costs during the period
of liquidation (Note A) 110,529
8,616,490
Net liabilities in liquidation (Note A) $(2,876,610)
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
b) ANGELES PARTNERS XV
STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
<TABLE>
<CAPTION>
September 30, 1995
<S> <C>
Net liabilities in liquidation
at December 31, 1994 $(5,861,591)
Changes in net liabilities in liquidation
attributed to:
Increase in unrestricted cash 57,427
Decrease in restricted cash (19,198)
Decrease in accounts receivable (51,773)
Decrease in escrows for taxes (119,537)
Increase in other assets 911
Decrease in investment properties (9,751,138)
Decrease in accounts payable 66,693
Decrease in accrued taxes 65,496
Decrease in tenant security deposit liabilities 148,912
Increase in accrued interest (56,102)
Decrease in other liabilities 218,238
Decrease in mortgage notes payable 11,858,407
Decrease in estimated costs during the
period of liquidation 566,645
Net liabilities in liquidation at
September 30, 1995 $(2,876,610)
</TABLE>
[FN]
See Accompanying Note to Financial Statements
c) ANGELES PARTNERS XV
STATEMENT OF OPERATIONS
(Unaudited)
(Going Concern Basis)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1994 September 30, 1994
<S> <C> <C>
Revenues:
Rental income $ 681,402 $ 3,819,941
Other income 77,716 176,273
Total revenues 759,118 3,996,214
Expenses:
Operating 104,861 357,244
General and administrative 75,182 226,170
Property management fees 28,843 100,854
Maintenance 60,034 225,303
Depreciation 335,712 1,112,140
Amortization 23,606 58,766
Interest 850,991 2,647,709
Property taxes 59,958 258,726
Bad debt -- 39,799
Tenant reimbursements (49,217) (206,290)
Total expenses 1,489,970 4,820,421
Loss on sale of investment properties (6,932,847) (6,523,946)
Loss before extraordinary item (7,663,699) (7,348,153)
Extraordinary gain:
Forgiveness of debt 6,631,718 6,631,718
Net loss $(1,031,981) $ (716,435)
Net income allocated to general
partners (1%) $ (10,320) $ (7,164)
Net income allocated to limited
partners (99%) (1,021,661) (709,271)
Net income $(1,031,981) $ (716,435)
Net loss per limited partnership unit:
Net loss before extraordinary item $ (438.03) $ (419.99)
Extraordinary item 379.04 379.04
$ (58.99) $ (40.95)
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
d) ANGELES PARTNERS XV
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, 1994
<S> <C>
Cash flows from operating activities:
Net loss $ (716,435)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 1,112,140
Amortization of loan costs and lease
commissions 237,454
Loss on sale of investment properties 6,523,946
Extraordinary gain on debt forgiveness (6,631,718)
Bad debt 39,799
Change in accounts:
Restricted cash (51,255)
Accounts receivable 10,968
Escrow deposits for taxes 429,785
Other assets (171,542)
Accounts payable 73,119
Property taxes (73,553)
Tenant security deposits (105,102)
Accrued interest 882,990
Other liabilities 29,397
Net cash provided by
operating activities 1,589,993
Cash flows from investing activities:
Net proceeds from the sale of investment
properties 3,713,948
Property improvements and replacements (104,498)
Net cash provided by investing
activities 3,609,450
Cash flows used in financing activities:
Principal payments on notes payable (5,353,713)
Additional borrowings 35,852
Net cash used in financing
activities (5,317,861)
Increase in cash (118,418)
Cash at beginning of period 482,508
Cash at end of period $ 364,090
Supplemental cash flow information:
Cash paid during the period for interest $ 1,636,532
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
ANGELES PARTNERS XV
STATEMENTS OF CASH FLOWS - continued
(Unaudited)
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
Sale of Investment Properties
On February 28, 1994, the Partnership sold six of its investment properties,
4650 Springs Road, 100 Hayes Drive, 210 Hayes Drive, 211 Hayes Drive, 4595 Van
Epps Road and 4597 Van Epps Road to an unaffiliated party. In connection with
the transaction, notes payable and investment properties were reduced for non-
cash amounts of $5,173,006 and $4,807,975, respectively. The buyer assumed the
mortgages secured by the investment properties.
On August 22, 1994, the Partnership sold Rancho Park Office Building to an
unaffiliated party. In connection with the transaction, note payable and
investment properties were reduced for non-cash amounts of $6,316,231 and
$10,367,930, respectively.
e) ANGELES PARTNERS XV
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A Basis of Presentation
As of December 31, 1994, the Partnership adopted the liquidation basis of
accounting. The Partnership has experienced significant recurring operating
losses. Also, the Partnership sold six of the eleven Cleveland Industrial
Complex ("Cleveland") buildings and the Rancho Park Office Building during
1994. The Partnership is in default on recourse indebtedness totaling
$3,500,000 due to Angeles Mortgage Investment Trust ("AMIT"). Of this debt,
$1,500,000 was secured by one of the remaining Cleveland buildings and AMIT
placed the property in receivership in January 1995 and foreclosed on the
property on September 6, 1995. AMIT also foreclosed on another of the
Cleveland buildings on August 23, 1995. The remaining $2,000,000 is recourse
to the Partnership and AMIT received a default judgement against the
Partnership on January 18, 1995. As a result of the foreclosure on the
Cleveland building on August 23, 1995, this judgement was reduced by
$500,000. At this time, the Managing General Partner believes the
equity in the remaining three Cleveland buildings is not sufficient to retire
the AMIT debt, therefore, the Managing General Partner expects to transfer the
Partnership's interest in the remaining Cleveland buildings to AMIT as full
satisfaction of the debt. These transactions are anticipated to occur during
the fourth quarter of 1995 or the first quarter of 1996. The Partnership does
not expect to contest any of these proceedings. In March 1995, the lender on
the non-recourse debt secured by the Marina Plaza notified the Partnership that
this debt was in default and initiated foreclosure proceedings. Marina Plaza
was placed into receivership in June 1995 and was foreclosed upon on August 1,
1995. The Partnership does not intend to purchase any additional properties and
the Managing General Partner has decided to terminate the Partnership upon
foreclosure of the final property.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements at December 31,
1994, from the going concern basis of accounting to the liquidation basis of
accounting in accordance with generally accepted accounting principles.
Consequently, assets have been valued at estimated net realizable value
(including subsequent actual transactions described below) and liabilities are
presented at their estimated settlement amounts, including estimated costs
associated with carrying out the liquidation. The valuation of assets and
liabilities necessarily requires many estimates and assumptions and there are
substantial uncertainties in carrying out the liquidation. The actual
realization of assets and settlement of liabilities could be higher or lower
than amounts indicated and is based upon the Managing General Partner's
estimates as of the date of the financial statements.
The statements of consolidated net liabilities in liquidation as of September
30, 1995, include approximately $110,529 of costs, net of income, that the
Managing General Partner estimates will be incurred during the period of
liquidation, based on the assumption that the liquidation process will be
completed by December 31, 1995. These costs include anticipated legal fees,
administrative expenses, and loss from property operations. Because the success
in realization of assets and the settlement of liabilities is based on the
Managing General Partner's best estimates, the liquidation period may be shorter
than projected or it may be extended beyond the projected period.
Note A - Basis of Presentation - continued
The accompanying unaudited, condensed, consolidated financial statements at
September 30, 1995, have been prepared in accordance with generally accepted
accounting principles for interim financial information under the liquidation
basis of accounting and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the Managing General Partner, all
adjustments considered necessary for a fair presentation on the liquidation
basis have been included. Operating results for the nine month period ended
September 30, 1995, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1995. For further information,
refer to the financial statements and footnotes thereto included in the
Partnership's annual report on Form 10-KSB for the year ended December 31, 1994.
Note B - Angeles Acceptance Pool, Angeles Mortgage Investment Trust
In November 1992, Angeles Acceptance Pool ("AAP"), a Delaware limited
partnership was organized to acquire and hold the obligations evidencing the
working capital loan previously provided by Angeles Capital Investment, Inc.
("ACCI"). Angeles Corporation ("Angeles") is the 99% limited partner of AAP and
Angeles Acceptance Directives, Inc.("AAD"), an affiliate of the General Partner,
was, until April 14, 1995, the 1% General Partner of AAP. On April 14, 1995, as
part of a settlement of claims between affiliates of the General Partner and
Angeles, AAD resigned as general partner of AAP and simultaneously received a
1/2% limited partner interest in AAP. An affiliate of Angeles now serves as the
general partner of AAP.
AAP's working capital loan funded the Partnership's operating deficits in
prior years. Total indebtedness, which is included as a note payable, was
$1,582,408 at September 30, 1995, and September 30, 1994, with monthly interest
only payments at prime plus 2%. Principal is to be paid the earlier of i) the
availability of funds, ii) the sale of one or more properties owned by the
Partnership, or iii) November 25, 1997. Total interest expense for this loan
was $128,900 and $105,824 for the nine months ended September 30, 1995 and 1994,
respectively.
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust,
has provided secondary financing to the Partnership secured by the Partnership's
investment properties known as Cleveland Industrial and Marina Plaza. One of
the notes in the amount of $600,000 secured by one of the Cleveland Industrial
buildings was assumed by the purchaser of the building during 1994. Total
interest expense was $486,322 and $438,091 for the nine months ended September
30, 1995 and 1994, respectively.
Note B - Angeles Acceptance Pool, Angeles Mortgage Investment Trust - continued
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
As part of the settlement of certain disputes with AMIT, MAE GP granted to
AMIT an option to acquire the Class B shares owned by it. This option can be
exercised at the end of 10 years or when all loans made by AMIT to partnerships
affiliated with MAE GP as of November 9, 1994, (which is the date of execution
of a definitive Settlement Agreement) have been paid in full, but in no event
prior to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000
at closing, which occurred April 14, 1995, as payment for the option. Upon
exercise of the option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT thereby enabling MAE GP to vote the Class B
shares on all matters except those involving transactions between AMIT and MAE
GP affiliated borrowers or the election of any MAE GP affiliate as an officer or
trustee of AMIT. On those matters, MAE GP granted to the AMIT trustees, in
their capacity as trustees of AMIT, proxies with regard to the Class B shares
instructing such trustees to vote said Class B shares in accordance with the
vote of the majority of Class A Shares voting to be determined without
consideration of the votes of "Excess Class A Shares" as defined in Section 6.13
of the Declaration of Trust of AMIT.
Note C Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with the Managing General Partner and affiliates
for the nine months ended September 30, 1995 and 1994, are as follows:
1995 1994
Property management fees $ 62,698 $ 80,005
Reimbursement for services of affiliates 98,478 (1) 122,135
(1) $52,630 of the reimbursements for services of affiliates had not been
paid as of September 30, 1995.
The Partnership insures its properties under a master policy through an
agency and insurer unaffiliated with the Managing General Partner. An affiliate
of the Managing General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy. The current agent
assumed the financial obligations to the affiliate of the Managing General
Partner, who receives payments on these obligations from the agent. The amount
of the partnership's insurance premiums accruing to the benefit of the affiliate
of the Managing General Partner by virtue of the agent's obligations is not
significant. See Note B with respect to transactions between the Partnership
and AMIT and AAP.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
As of December 31, 1994, the Partnership adopted the liquidation basis of
accounting. The Partnership has experienced significant recurring operating
losses. Also, the Partnership sold six of the eleven Cleveland Industrial
Complex ("Cleveland") buildings and the Rancho Park Office Building during
1994. The Partnership is in default on recourse indebtedness totaling
$3,500,000 due to Angeles Mortgage Investment Trust ("AMIT"). Of this debt,
$1,500,000 is secured by one of the remaining Cleveland buildings and AMIT
placed the property in receivership in January 1995 and foreclosed on it
September 6, 1995. AMIT also foreclosed on another of the Cleveland buildings
on August 23, 1995. The remaining $2,000,000 is recourse to the Partnership
and AMIT received a default judgement against the Partnership on January 18,
1995. As a result of the foreclosure on the Cleveland building, 4705 Van
Epps, on August 23, 1995, this judgement was reduced by $500,000. At this
time, the Managing General Partner believes the equity in the remaining three
Cleveland buildings is not sufficient to retire the AMIT debt. The Partnership
does not expect to contest any of these proceedings. In March 1995, the lender
on the non-recourse debt secured by the Marina Plaza notified the Partnership
that this debt was in default and foreclosed on the property August 1, 1995.
The Partnership does not intend to purchase any additional properties and the
Managing General Partner has decided to terminate the Partnership upon
foreclosure of the final property.
Liquidity and Capital Resources
For the nine months ended September 30, 1995, the Partnership recorded a net
decrease in net liabilities in liquidation of $2,984,981. The decrease is
primarily due to the foreclosure by AMIT of two of the Cleveland buildings and
the foreclosure by the lender of Marina Plaza in the third quarter of 1995. The
decrease is also due to an increase in the net realizable value of its
investment properties resulting from an appraisal performed by a third party on
the Cleveland Industrial buildings valuing the property higher than the Managing
General Partner estimated at December 31, 1995. Also, contributing to the
decrease in net liabilities in liquidation was a decrease in estimated costs
during the liquidation period. The Managing General Partner had anticipated
that Marina Plaza would foreclose in September 1995, but the proceedings were
completed in early August. The Managing General Partner also believes the
remaining three Cleveland Industrial buildings will be lost during the fourth
quarter of 1995 or the first quarter of 1996. There can be no assurance that
all transactions will be complete as of December 31, 1995.
The statement of consolidated net liabilities in liquidation as of September
30, 1995, include $110,529 of costs, net of income, that the Managing General
Partner estimates will be incurred during the period of liquidation, based on
the assumption that the liquidation process will be completed by December 31,
1995. These costs include anticipated legal fees ($15,000), administrative
expenses ($157,477), audit fees ($12,100) and income from property operations
($74,048). Because the success in realization of assets and the settlement of
liabilities is based on the Managing General Partner's best estimates, the
liquidation period may be shorter than projected or it may be extended beyond
the projected period.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In January 1995, Angeles Mortgage Investment Trust ("AMIT"), began
foreclosure proceedings on one of the remaining Cleveland Industrial Buildings
and the property was placed in receivership at this time. AMIT completed the
foreclosure on September 6, 1995. AMIT also foreclosed on another of the
Cleveland buildings on August 23, 1995. In March 1995, the Partnership received
a notice of default from the lender on Marina Plaza and it was foreclosed upon
in August 1995.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
As part of the above described settlement, MAE GP granted to AMIT an option
to acquire the Class B shares owned by it. This option can be exercised at the
end of 10 years or when all loans made by AMIT to partnerships affiliated with
MAE GP as of November 9, 1997, (which is the date of execution of a definitive
Settlement Agreement) have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to
vote the Class B shares on all matters except those involving transactions
between AMIT and MAE GP affiliated borrowers or the election of any MAE GP
affiliate as an officer or trustee of AMIT. On those matters, MAE GP granted to
the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to
the Class B shares instructing such trustees to vote said Class B shares in
accordance with the vote of the majority of Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
Except for the issues stated, the Registrant is unaware of any pending or
outstanding litigation that is not of a routine nature. The Managing General
Partner of the Registrant believes that all such pending or outstanding
litigation will be resolved without a material adverse effect upon the business,
financial condition, or operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 10.11 Agreement for Deed-in-Lieu Foreclosure on 4705 Van Epps
Exhibit 10.12 Agreement for Deed-in-Lieu Foreclosure on 4851 Van Epps
Exhibit 10.13 Motion for Foreclosure on Marina Plaza and Marina Harbor
Exhibit 27 Financial Data Schedule
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1995.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS XV
By: Angeles Realty Corporation II
Corporate General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Principal Accounting
Officer
Date: November 14, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XV 1995 Third Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB.
</LEGEND>
<CIK> 0000788331
<NAME> ANGELES PARTNER XV
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 235,209
<SECURITIES> 0
<RECEIVABLES> 34,253
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,350,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,739,880
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 6,967,409
<COMMON> 0
0
0
<OTHER-SE> (2,876,610)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
EXHIBIT 10.11 AGREEMENT FOR DEED-IN-LIEU-OF FORECLOSURE
Parties: Angeles Partners XV, a California limited partnership ("Borrower");
and Angeles Mortgage Investment Trust, a California business trust
("Lender")
Property: Property in Cuyahoga County, Ohio. The property is legally
described in Schedule A attached hereto.
Date: August 23, 1995
R E C I T A L S
A. Borrower is the owner of fee simple title to the Property. Lender
is the owner of a judgment lien in Cuyahoga County Common Pleas Court Case No.
278338 in the amount of $2,724,991.06 with 12.5% interest from January 18, 1995
and costs in the amount of $25.00, filed January 18, 1995 at 4:29 p.m. as
Cuyahoga County Common Pleas Judgment No. JL000738 (the "Judgment Lien").
B. By side letter agreement (the "Letter Agreement") of even date with
this Agreement, Lender upon the terms stated in the Side Letter, has agreed to
provide Borrower with a Credit (as that term is defined in the Side Letter) upon
the consummation of this Agreement by the filing of the Deed for record.
C. Lender, in its sole discretion, may elect to assign some or all of
its rights under this Agreement and/or direct that conveyance of the Property be
made to a purchaser designated by Lender.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
provisions and covenants made herein, and the receipt of other good and valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged,
Borrower and Lender hereby agree that:
Agreements
1. Consideration. The consideration for the conveyance of the Property
to Lender by Borrower shall be Credit. It is the intention of the parties
hereto that the delivery of the Deed (as hereinafter defined) and the Credit
shall constitute a final and complete settlement of all obligations between them
arising from, related to or connected with the Property.
2. Conveyance. The Property shall be conveyed by Borrower to Lender,
or at Lender's option, to Lender's designee, in lieu of Lender foreclosing upon
the Judgement Lien by a good and sufficient limited warranty deed ("Deed")
warranting the Property to be free and clear of liens and encumbrances by, from,
through, or under the Borrower except matters of record, including without
limitation, (a) liens and encumbrances of record, (b) zoning ordinances, (c)
easements and rights of way of record, and (d) conditions, limitations, and
restrictions of record.
3. Title Exceptions. Borrower and Lender have been furnished with a
Commitment for Title Insurance issued by the Title Company on Commonwealth Land
Title Insurance Company as underwriter, Commitment No. ST 17744, dated July 9,
1995, (the "Commitment"), showing title to the Property to be subject to (a)
taxes and assessments, not delinquent (b) various pipeline rights of way, (c)
restriction in a deed from Louie J. Zelter to Roger M. Haendiges, dated February
6, 1975, recorded in Volume 13811, page 967 of Cuyahoga County Records, (d)
Open-End Mortgage from Robert M. Haendiges to The Cleveland Trust Company, dated
March 23, 1979, recorded in Volume 15192, page 315 of Cuyahoga County Records,
assigned to The Fidelity Mutual Life Insurance Company by Assignment, dated
September 14, 1979, recorded in Volume 1233, page 127 of Cuyahoga County
Records, together with related mortgage loan documents consisting of
subordination, nondisturbance and attornment agreements, an assignment of rents
and leases and a financing statement, (e) the Judgement Line, (f) an acreage
note, and (g) a center line exception for Van Epps Road (collectively, the
"Title Exceptions"). On the date the Deed is filed for record, Lender shall be
furnished with an updated Commitment confirming that the Property is released
from the Judgment Lien, and subject only to the Title Exceptions other than the
Judgment Lien.
4. Representations and Warranties: Lender represents and warrants that
it has the power and authority to perform this Agreement, and that the officer
signing this Agreement on its behalf, is duly authorized.
5. Escrow. As promptly as possible, and in any event, on or before
August 24, 1995, Lender shall deposit in escrow with the Surety Title Agency,
Inc. ("Title Company") the partial release to reflect the Credit of record in
the public records of Cuyahoga county, Ohio (the "Release"). As promptly as
possible, and in any event, on or before August 24, 1995, Borrower shall deposit
in escrow with the Title Company the Deed. As promptly after the foregoing
items are deposited in escrow as is possible, an in any event within three (3)
business days after such items are deposited, the Title Company shall consummate
the transaction provided for herein by (a) filing the Deed for record, (b)
filing the Release for record, and (c) furnishing Lender with the Confirmatory
Report.
6. Casualty and Condemnation. (a) In the case of damage or destruction
to the Property before the Deed is filed for record, Borrower shall promptly
give Lender written notice of the damage or destruction, together with such
reasonable details of which Borrower may have knowledge, including, without
limitation, an estimate of the reasonable and necessary cost of restoration of
the Property as nearly as practicable to its condition immediately before that
damage or destruction. After Borrower's notice is given, Lender may at its
option terminate this Agreement without further obligation under this Agreement,
or if Lender shall elect not to terminate this Agreement, the parties to this
Agreement shall close the transaction as contemplated in accordance with the
terms of this Agreement and Borrower shall
assign to Lender or Lender's designee all insurance proceeds, including rental
loss insurance proceeds, if any, for the period from and after the Deed is filed
until the Property is fully restored, for such damage or destruction.
(b) If before the Deed is filed, written notice shall be received by
Borrower of any action, suit, or proceeding to condemn or take all or any part
of the Property under the powers of eminent domain, Lender shall have the right
to terminate its obligations under this Agreement by notice in writing to
Borrower given before the Deed is filed. If the Lender shall elect not to
terminate its obligation sunder this Agreement, Lender shall receive an absolute
assignment on the date the Deed is filed of the entire proceeds of or right to
the condemnation award. Borrower shall convey the Property less that part so
taken or subject to the condemnation proceeding, as the case may be.
7. Prorations. Taxes and assessments, tenant rents and utility costs,
shall not be prorated. The operating account for the Property, including all
tenant rents, deposits and cash, shall be transferred from Borrower to Lender.
8. Expenses. Lender or Lender's designee shall pay the cost of filing
the Deed for record, the escrow fee of the Title Company, and the title
examination charges and related costs of obtaining the Commitment and the
Confirmatory Report.
9. Broker. Borrower represents that the Property is not listed for
sale with a real estate broker or agent, and Borrower and Lender agree that upon
the filing of the Deed for record, no commission or other payment shall be due
or payable to any entity or person.
10. Failure of Title. If for any reason whatsoever, the Title Company
cannot furnish Lender with the Confirmatory Report, this Agreement shall
terminate, and Borrower and Lender shall be released of all liabilities and
obligations hereunder; provided, however, that (a) the Lender may waive any
title exception or defect which is not among Title Exceptions, and (b) Borrower
shall have thirty (30) days after being advised by the Title Company of such a
title exception or defect not so waived in which to cure the same.
11. Restoration of Rights and Remedies. If for any reason whatsoever
this Agreement shall terminate and not be consummated in accordance with its
terms and conditions, the Lender shall be fully restored to all rights and
remedies which it has at law or in equity, or pursuant to the Judgment Lien, and
Borrower shall not be entitled to, and shall not raise the existence or
termination of this Agreement as a defense to any action which Lender may
institute against Borrower pursuant to the Judgment Lien.
12. Notices. All notices, demands and requests given or required or
desired to be given hereunder shall be in writing and shall be delivered in
person or by overnight express delivery or by United States certified mail,
return receipt requested, postage prepaid, as follows:
To Borrower: Angeles Partners XV
c/o Insignia Financial Group
One Insignia Financial Plaza
Greenville, South Carolina 29602
Attention: John LeBeau
To Lender: Angeles Mortgage Investment Trust
340 N. Westlake Blvd.
Suite 230
Westlake Village, CA 91362
Attention: Ann Merguerian
with a copy to : Squire, Sanders & Dempsey
4900 Society Center
127 Public Square
Cleveland, Ohio 44114
Attention: Mary Yuen-Ng
13. Counterparts. This Agreement may be executed in several
counterparts, each of which shall, for all purposes, be deemed an original. All
of such counterparts, taken together, shall constitute one and the same
agreement.
14. Entire Agreement. This Agreement, the Deed, the Release and any
other instrument delivered hereunder, constitutes the entire agreement of the
parties hereto as to the subject matter hereof, and there are no agreements,
representations, warranties or promises as to the subject matter hereof which
are not set forth herein.
15. Successors and Assigns. This Agreement shall be binding on and
inure to the benefit of Borrower and Lender, their respective successors,
assigns, grantees, and legal representatives.
Borrower and Lender have executed this Agreement by and through their
respective duly authorized officers and partners as of the date first set forth
above.
ANGELES PARTNERS XV,
a California limited partnership
By: Angeles Realty Corporation II
a California corporation
Its General Partner
By: Robert D. Long, Jr.
Name: Robert D. Long, Jr.
Its: CAO/Controller
ANGELES MORTGAGE INVESTMENT TRUST
a California business trust
By: Anna Merguerian
Name: Anna Merguerian
Its: Vice President
PARTIAL RELEASE OF CERTIFICATE OF JUDGMENT
ANGELES MORTGAGE INVESTMENT TRUST ("AMIT") is the owner and holder of a
Certificate of Judgement against Angeles Partners XV ("AP XV") in Cuyahoga
County Common Please Case No. 278338 in the amount of $2,724,991.06 with
interest at the rate of 12.5% per annum from January 18, 1995 and costs of
$25.00, filed January 18, 1995 at 4:29 P.M. as Cuyahoga County Common Pleas
Judgment Lien No. JL000738 (the "Judgement Lien"). AP XV has conveyed to AMIT
by deed-in-lieu of foreclosure, certain property situated in the City of
Brooklyn Heights, Ohio, known for street numbering purposes as 4705 Van Epps
Road, and more particularly described on Schedule A attached hereto and made a
part hereof (the "Property"). In consideration of the conveyance of the
Property, the sum of $500,000.00 has been credited by AMIT to AP XV against the
amount secured by the Judgement Lien, and the amount of the Credit is hereby
released from the lien and operation of the Judgement Lien, without, however, in
any way invalidating or affecting the lien or operation of the Judgement Lien
upon the remainder of the real estate and property which is subject thereto.
IN WITNESS WHEREOF, ANGELES MORTGAGE INVESTMENT TRUST, by its duly
authorized officer, has signed this instrument this 23 day of August, 1995.
Signed and acknowledged ANGELES MORTGAGE INVESTMENT TRUST
in the presence of:
Donna Sivachenko By: Ann Merguerian
Signature of Witness Vice President
Donna Sivachenko
Printed Name of Witness
Ronald J. Consiglio
Signature of Witness
Ronald J. Consiglio
Printed Name of Witness
STATE OF CALIFORNIA )
) SS:
COUNTY OF VENTURA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared Anna Merguerian, Vice President of Angeles Mortgage Investment Trust, a
California business trust, who acknowledged to me that she did sign the
foregoing instrument as the duly authorized officer of said trust, and that the
same was its free act and deed and her free act and deed individually and as
such officer.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
23rd day of August, 1995.
Chimata Gandhi
Notary Public
My commissions expires: 10/8/1998
This instrument was prepared
by Sidney B. Hopps
SCHEDULE A
LEGAL DESCRIPTION
Situated in the Village of Brooklyn Heights, County of Cuyahoga, State of Ohio
and known as being part of Original Brooklyn Township Lot No. 89 and further
bounded and described as follows:
Beginning at the intersection of the centerlines of Van Epps Road, 50 ft. wide,
and Eastview Drive, 50 ft. wide; thence North 25 degrees 22' 45" East 33.19 ft.
Along the centerline of Van Epps Road to its intersection with the West
prolongation of the North line of Eastview Drive and the principal place of
beginning; thence continuing North 25 degrees 22' 45" East 71.12 ft. along the
centerline of Van Epps Road to an angle point; thence North 10 degrees 27' East
288.50 ft. along the centerline of Van Epps Road to its intersection with the
North line of land conveyed to Christ Ferbart by deed recorded in Volume 41,
Page 702 of Cuyahoga County Records; thence South 89 degrees 56' 40" East
228.76 ft. along the North line of land conveyed to said Christ Ferbart to its
intersection with a zoning line; thence South 10 degrees 27' West 352.30 ft. to
a point in the South line of land conveyed to said Christ Ferbart; thence South
0 degrees 8' 55" East 1 foot to a point in the North sideline of Eastview
Drive; thence South 89 degrees 51' 05" West 247.84 ft. along the North sideline
of Eastview Drive and its Westerly prolongation to the centerline of Van Epps
Road and the principal place of beginning, according to a map by Vincent C.
McGarvey, Civil Engineer, October 1974.
EXHIBIT 10.12 AGREEMENT FOR DEED-IN-LIEU-OF FORECLOSURE
Parties: Angeles Partners XV, a California limited partnership ("Borrower");
and Angeles Mortgage Investment Trust, a California business trust
("Lender")
Property: Property in Cuyahoga County, Ohio. The property is legally
described in Schedule 1 attached hereto.
Date: September 6, 1995
R E C I T A L S
A. Borrower is the owner of fee simple title to the Property. Lender
is the owner and holder of the loan documents (the "Loan Documents") described
in Schedule 2 attached hereto.
B. The Loan Documents secure outstanding principal indebtedness and
accrued interest (the "Indebtedness") in excess of One Million Five Hundred
Thousand Dollars ($1,500,000.00). The maturity date of such Indebtedness is
June 30, 1994 (the "Maturity Date"). Borrower has failed to pay the
Indebtedness by the Maturity Date, and has proposed to Lender that the parties
resolve Borrower's default by providing for the transfer and conveyance of the
Property to Lender in exchange for Lender's agreements and consideration that
are hereinafter provided in order to avoid time-consuming and expensive
litigation.
C. Upon the terms and conditions set forth below, Borrower has agreed
to convey the Property to Lender and to release Lender from any and all rights
and claims arising out if the Loan Documents, and the Lender, upon the
occurrence of the conveyance, has agreed to release and forgive the Indebtedness
of the Borrower as more fully hereinafter provided.
D. Lender, in its sole discretion, may elect to assign some or all of
its rights under this Agreement and/or direct that conveyance of the Property be
made to a purchaser designated by Lender.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
provisions and covenants made herein, and the receipt of other good and valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged,
Borrower and Lender hereby agree that:
Agreements
1. Consideration. The consideration for the conveyance of the Property
to Lender by Borrower shall be (a) Lender's forgiveness of the Indebtedness, and
the release of Borrower from any and all liability under or in connection with
the Loan Documents as more fully provided in the form of instrument attached
hereto as Schedule 3 and made a part hereof ("Release") and (b) a payment of
Five Thousand Dollars ($5,000.00) to Borrower by Lender. It is the intention of
the parties hereto that the delivery of the Deed (as hereinafter defined) and
the Release shall constitute a final and complete settlement of all obligations
between them arising from, related to or connected with the Indebtedness, the
Property and the Loan Documents.
2. Conveyance. The Property shall be conveyed by Borrower to Lender,
or at Lender's option, to Lender's designee, in lieu of Lender foreclosing upon
the Loan Documents by a good and sufficient limited warranty deed ("Deed")
warranting the Property to be free and clear of liens and encumbrances by, from,
through, or under the Borrower except matters of record, including without
limitation, (a) liens and encumbrances of record, (b) zoning ordinances, (c)
easements and rights of way of record, and (d) conditions, limitations, and
restrictions of record.
3. Title Exceptions. Borrower and Lender have been furnished with a
copy of a Preliminary Judicial Report (4851 Van Epps Property) filed in Case No.
279719 in the Court of Common Pleas, Cuyahoga County, Ohio, Angeles Mortgage
Investment Trust, Plaintiff v. Angeles Partners XV, Defendant, showing that in
addition to the Loan Documents, the Property is subject to (a) a lien for
delinquent taxes and assessments for the second half of 1993 and thereafter,
plus penalties and interest, (b) a Lease between Roger M. Haendies, Lessor, and
Burrows Brothers, Inc., Lessee, recorded in Volume 498, page 427 of Cuyahoga
County Records, and (c) a center line exception for Van Epps Road (collectively,
the "Title Exceptions"). On the date the Deed is filed for record, Lender shall
be furnished with an updated Preliminary Judicial Report or other title report
issued by Surety Title Agency, Inc., Order No. ST 10082B, confirming that the
Property is released from the Loan Documents and subject only to the Title
Exceptions (the "Confirmatory Report").
4. Representations and Warranties. Lender represents and warrants that
it has the power and authority to perform this Agreement, and that the officer
signing this Agreement on its behalf, is duly authorized.
5. Escrow. As promptly as possible, and in any event, on or before
September 6, 1995, Lender shall deposit in escrow with the Surety Title Agency,
Inc. ("Title Company") (a) two signed counterparts of the Release, (b) the
signed Note described in Schedule 2 hereof, (c) a satisfaction of the mortgage
described in Schedule 2 hereof in recordable form (the "Satisfaction"), and (d)
$5,000.00. As promptly as possible, and in any event, on or before September 6,
1995, Borrower shall deposit in escrow with the Title Company (a) the Deed and
(b) two signed counterparts of the Release. As promptly after the foregoing
items are deposited in escrow as is possible, and in any event within three (3)
business days after such items are deposited, the Title Company shall consummate
the transaction provided for herein by (a) filing the Deed for record, (b)
delivering to Lender and Borrower each a fully signed counterpart of the
Release, (c) furnishing Lender with the Confirmatory Report, and (d) delivering
to Borrower the signed Note, and (e) filing the Satisfaction for record.
6. Casualty and Condemnation. (a) In the case of damage or destruction
to the Property before the Deed is filed for record, Borrower shall promptly
give Lender written notice of the damage or destruction, together with such
reasonable details of which Borrower may have knowledge, including, without
limitation, an estimate of the reasonable and necessary cost of restoration of
the Property as nearly as practicable to its condition immediately before that
damage or destruction. After Borrower's notice is given, Lender may at its
option terminate this Agreement without further obligation under this Agreement,
or if Lender shall elect not to terminate this Agreement, the parties to this
Agreement shall close the transaction as contemplated in accordance with the
terms of this Agreement and Borrower shall assign to Lender or Lender's designee
all insurance proceeds, including rental loss insurance proceeds, if any, for
the period from and after the Deed is filed until the Property is fully
restored, for such damage or destruction.
(b) If before the Deed is filed, written notice shall be received by
Borrower of any action, suit, or proceeding to condemn or take all or any part
of the Property under the powers of eminent domain, Lender shall have the right
to terminate its obligations under this Agreement by notice in writing to
Borrower given before the Deed is filed. If the Lender shall elect not to
terminate its obligations under this Agreement, Lender shall receive an absolute
assignment on the date the Deed is filed of the entire proceeds of or right to
the condemnation award. Borrower shall convey the Property less that part so
taken or subject to the condemnation proceeding, as the case may be.
7. Prorations. Taxes and assessments, tenant rents and utility costs,
shall not be prorated. The operating account for the Property, including all
tenant rents, deposits and cash, shall be transferred from Borrower to Lender.
8. Expenses. Lender or Lender's designee shall pay the cost of filing
the Deed for record, the escrow fee of the Title Company, and the title
examination charges and related costs of obtaining the Preliminary Judicial
Report appertaining to the Title Exceptions and the Confirmatory Report.
9. Broker. Borrower represents that the Property is not listed for
sale with a real estate broker or agent, and Borrower and Lender agree that upon
the filing of the Deed for record, no commission or other payment shall be due
or payable to any entity or person.
10. Failure of Title. If for any reason whatsoever, the Title Company
cannot furnish Lender with the Confirmatory Report, this Agreement shall
terminate, and Borrower and Lender shall be released of all liabilities and
obligations hereunder, and the $5,000 deposited in escrow by the Lender with the
Title Company, shall be returned to the Lender; provided, however, that (a) the
Lender may waive any title exception or defect which is not among Title
Exceptions, and (b) Borrower shall have thirty (30) days after being advised by
the Title Company of such a title exception or defect not so waived in which to
cure the same.
11. Restoration of Rights and Remedies. If for any reason whatsoever
this Agreement shall terminate and not be consummated in accordance with its
terms and conditions, the Lender shall be fully restored to all rights and
remedies which it has at law or in equity, or pursuant to the terms of the Loan
Documents, and Borrower shall not be entitled to, and shall not raise the
existence or termination of this Agreement as a defense to any action which
Lender may institute against Borrower pursuant to the Loan Documents.
12. Notices. All notices, demands and requests given or required or
desired to be given hereunder shall be in writing and shall be delivered in
person or by overnight express delivery or by United States certified mail,
return receipt requested, postage prepaid, as follows:
To Borrower: Angeles Partners XV
c/o Insignia Financial Group
One Insignia Financial Plaza
Greenville, South Carolina 29602
Attention: John LeBeau
To Lender: Angeles Mortgage Investment Trust
340 N. Westlake Blvd.
Suite 230
Westlake Village, CA 91362
Attention: Ann Merguerian
with a copy to : Squire, Sanders & Dempsey
4900 Society Center
127 Public Square
Cleveland, Ohio 44114
Attention: Mary Yuen-Ng
13. Counterparts. This Agreement may be executed in several
counterparts, each of which shall, for all purposes, be deemed an original. All
of such counterparts, taken together, shall constitute one and the same
agreement.
14. Entire Agreement. This Agreement, the Deed, the Release and any
other instrument delivered hereunder, constitutes the entire agreement of the
parties hereto as to the subject matter hereof, and there are no agreements,
representations, warranties or promises as to the subject matter hereof which
are not set forth herein.
15. Successors and Assigns. This Agreement shall be binding on and
inure to the benefit of Borrower and Lender, their respective successors,
assigns, grantees, and legal representatives.
Borrower and Lender have executed this Agreement by and through their
respective duly authorized officers and partners on September 6, 1995.
ANGELES PARTNERS XV,
a California limited partnership
By: Angeles Realty Corporation II
a California corporation
Its General Partner
By: Robert D. Long, Jr.
Name: Robert D. Long, Jr.
Its: CAO/Controller
ANGELES MORTGAGE INVESTMENT TRUST
a California business trust
By: Anna Merguerian
Name: Anna Merguerian
Its: Vice President
Schedule 1
Legal Description
Situated in the Village of Brooklyn Heights, County of Cuyahoga, State of Ohio
and known as being part of Original Brooklyn Township Lot No. 90, and part of
Sublot No. 10 in Edwin Foote's Estate partitioned as recorded in Volume 65, Page
140 of Cuyahoga County Common Pleas Court Records, and together forming a parcel
of land bounded and described as follows:
Beginning on the centerline of Van Epps Road, at the Southwesterly corner of
land conveyed to Walter P. Gailey and Jean A. Gailey, by deed dated September
11, 1953 and recorded in Volume 7899, Page 647 of Cuyahoga County Records;
thence Southerly along the centerline of Van Epps Road, about 274.15 ft. to the
Southwesterly corner of land conveyed to Charles Kender and Viola Martha Kender,
by deed dated July 12, 1948 and recorded in Volume 6636, Page 497 of Cuyahoga
County Records; thence Easterly along the Southerly line of land so conveyed,
600 ft. to the Southwesterly corner of land conveyed to Associate Japanning by
deed dated December 5, 1972 and recorded in Volume 13176, Page 891 of Cuyahoga
County Records; thence Northerly along the Westerly line of land so conveyed 100
ft. to the Northwesterly corner thereof; thence Easterly along the Northerly
line of land so conveyed to the Southeasterly line of land so conveyed to
Charles and Viola Martha Kender, as aforesaid; thence Northeasterly along the
Southeasterly line of land so conveyed to Charles and Viola Martha Kender, to
the Southeasterly corner of land conveyed to Walter P. and Jean A. Gailey, as
aforesaid; thence Westerly along the Southerly line of land so conveyed, 1219.35
ft. to the place of beginning, as appears by said plat, be the same more or
less, but subject to all legal highways.
Schedule 2
Loan Documents
1. $1,500,000.00 Promissory Note Secured by Mortgage dated as of June 30,
1989 made by Angeles Partners XV to the order of Angeles Mortgage
Investment Trust ("Note").
2. Mortgage, Assignment of Leases and Rents, and Security Agreement recorded
on November 28, 1989 in Volume 89-6574, Page 48 of Cuyahoga County records
("Mortgage").
3. Security Agreement dated as of June 30, 1989 from Angeles Partners XV to
Angeles Mortgage Investment Trust.
Schedule 3
FORGIVENESS OF INDEBTEDNESS, MUTUAL RELEASES
AND COVENANTS NOT TO SUE
THIS FORGIVENESS OF INDEBTEDNESS, MUTUAL RELEASE AND COVENANT NOT TO SUE,
is made as of this 6th day of September, 1995 by and between ANGELES MORTGAGE
INVESTMENT TRUST, a California business trust ("Lender") and ANGELES PARTNERS
XV, a California limited partnership ("Borrower").
RECITALS:
A. Borrower is the owner of fee simple title to the property described
in Exhibit A hereto ("Property"). Lender is the owner and holder of the loan
documents ("Loan Documents") described in Exhibit A hereto.
B. The Loan Documents secure outstanding principal indebtedness and
accrued interest in excess of One Million Five Hundred Thousand Dollars
($1,500,000.00) ("Indebtedness"). The maturity date of such Indebtedness is
June 30, 1994 (the "Maturity Date"). Borrower has failed to pay the
Indebtedness by the Maturity Date, and has proposed to Lender that the parties
resolve Borrower's default by providing for the transfer adn conveyance of the
Property to Lender in order to avoid time-consuming and expensive litigation.
C. Pursuant to the terms of that certain Agreement For Deed-In-Lieu of
Foreclosure between Lender and Borrower dated September 5, 1995, Borrower has
agreed to convey the Property to Lender, or at Lender's option, to Lender's
designee, in consideration for, among other things, Lender's forgiveness of the
Indebtedness, and the release of Borrower from any and all liability under or in
connection with the Loan Documents.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
provisions and covenants made herein, and the receipt of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Borrower and Lender hereby agree that:
1. As an inducement to Borrower to convey the Property to Lender, or at
Lender's option, to Lender's designee, by a deed in lieu of foreclosure, and in
consideration thereof, the Lender hereby completely releases adn forgives the
payment of all Indebtedness and of any other indebtedness which the Borrower,
its general partner, their successors and assigns, may be obligated to pay to or
for the benefit of the Lender under the terms of the Loan Documents, or arising
from or in connection with the Property.
2. Lender hereby surrenders, releases, discharges and forever quit-
claims unto Borrower, its general partner, their successors and assigns, any and
all rights, claims, demands, debts, defenses, obligations, or causes of action
which Lender now has or in the future may have against Borrower, arising under
or out of, directly or indirectly, the Indebtedness, the Loan Documents and the
Property.
3. Borrower hereby surrenders, releases, discharges adn forever quit-
claims unto Lender, its successors and assigns, any and all rights, claims,
demands or causes of action which Borrower now has or in the future may have
against Lender, arising under or out of, directly or indirectly, the
Indebtedness, the Loan Documents and the Property.
4. Lender shall not hereafter at any time whatsoever, directly or
indirectly, commence or prosecute, or aid in the commencement or prosecution of,
any claim, action, suit or proceeding, whether legal, equitable, or
administrative, against Borrower, its general partner, their successors adn
assigns, or any other person, firm or corporation, seeking recovery of the
Indebtedness, or enforcement of the Loan Documents.
5. Borrower shall not hereafter at any time whatsoever, directly or
indirectly, commence or prosecute, or aid in the commencement or prosecution of,
any claim, action, suit or proceeding, whether legal, equitable or
administrative, against Lender, its successors and assigns, or any other person,
firm or corporation, arising out of, related to or connected with the
Indebtedness or the Loan Documents, provided, however, that this provision shall
not prohibit or prevent Borrower (a) from continuing to assert or prosecute
claims or actions of Borrower against third parties which are presently pending
or (b) from defending any claim or action asserted by a third party against
Borrower in connection with the Property.
This instrument may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same instrument.
Signed by the parties hereto as of the dates of their respective
acknowledgments set forth below.
Signed in the presence of: ANGELES MORTGAGE INVESTMENT TRUST
a California business trust
Donna Sivachenko By: Anna Merguerian
Signature of Witness
Name: Anna Merguerian
Donna Sivachenko
Printed Name of Witness Its: Vice President
Ronald J. Consiglio
Signature of Witness
Ronald J. Consiglio
Printed Name of Witness
ANGELES PARTNERS XV
a California limited partnership
By: Angeles Realty Corporation II
Its: General Partner
John C. LeBeau By: Robert D. Long, Jr.
Signature of Witness
Name: Robert D. Long, Jr.
John C. LeBeau
Printed Name of Witness Its: CAO/Controller
Lee Ann Price
Signature of Witness
Lee Ann Price
Printed Name of Witness
STATE OF CALIFORNIA )
) SS:
COUNTY OF VENTURA )
The foregoing instrument was acknowledged before me this 5th day of
September, 1995, by Anna Merguerian, Vice President of ANGELES MORTGAGE
INVESTMENT TRUST, a California business trust, on behalf of such trust.
(Notarial Seal) Jennifer L. Hester
Notary Public
My commission expires: 3/12/01
STATE OF SOUTH CAROLINA )
) SS:
COUNTY OF GREENVILLE )
The foregoing instrument was acknowledged before me this 5th day of
September, 1995 by Robert D. Long, Jr., CAO/Controller, of Angeles Realty
Corporation II, general partner of ANGELES PARTNERS XV, a California limited
partnership, on behalf of such partnership.
(Notarial Seal) Jennifer L. Hester
Notary Public
My commission expires: 3/12/01
This instrument prepared by:
Mary Yuen-Ng
Squire, Sanders & Dempsey
4900 Society Center
127 Public Square
Cleveland, Ohio 44114
EXHIBIT A
Loan Documents
1. $1,500,000.00 Promissory Note Secured by Mortgage dated as of June 30,
1989 made by Angeles partners XV to the order of Angeles Mortgage
Investment Trust ("Note").
2. Mortgage, Assignment of Leases and Rents, and Security Agreement recorded
on November 28, 1989 in Volume 89-6574, Page 48 of Cuyahoga County Records
("Mortgage").
3. Security Agreement dated as of June 30, 1989 from Angeles Partners XV to
Angeles Mortgage Investment Trust.
EXHIBIT 10.13
JEFFER, MANGELS, BUTLER & MARMARO
RICHARD A. ROGAN (Bar No. 67310)
BRUCE M. PRICE (Bar No. 168507)
One Sansome Street, 12th Floor
San Francisco, California 94104-4430
Telephone: (415) 398-8080
Fax: (415) 398-5584
COX, CASTLE & NICHOLSON
SUSAN S. DAVIS (Bar No. 125854)
ADAM B. WEISSBURG (Bar No. 151044)
2049 Century Park East, Suite 2800
Los Angeles, California 90067-3284
Telephone: (310) 277-4222
Fax: (310) 277-7889
Attorneys for Plaintiff
HELLER FINANCIAL, INC.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF MARIN
HELLER FINANCIAL, INC., a ) CASE NO. 163981
Delaware corporation, )
) NOTICE OF MOTION AND MOTION FOR
Plaintiff, ) ORDER APPROVING RECEIVER'S
) FINAL ACCOUNTING, DISCHARGING
v. ) RECEIVER, EXONERATING
) RECEIVER'S BOND, AND APPROVING
ANGELES PARTNERS XV, a ) DISTRIBUTION OF RECEIVERSHIP
California limited partnership; ) FUNDS
ANGELES REALTY CORPORATION II, )
a California corporation; and ) DATE: October 27, 1995
DOES 1 through 200, inclusive; ) TIME: 9:00 a.m.
) DEPT: 1, Courtroom of the Hon.
Defendants. ) Gary W. Thomas
)
PLEASE TAKE NOTICE that on October 27, 1995, at 9:00 a.m. in Department 1
of the above captioned Court, located at the Hall Of Justice, 3501 Civic Center
Dr., #151, San Rafael, CA, the Honorable Gary W. Thomas presiding, Plaintiff
Heller Financial, In. ("Heller") will, and hereby does, move the Court for an
Order Approving the Receiver's Final Accounting, Discharging the Receiver,
Exonerating the Receiver's Bond, and Approving Distribution Of Receivership
Funds (the "Motion").
The grounds for the Motion are that Stephen E. Anderson (the "Receiver")
was duly appointed by Stipulation of the parties and Order of the Court entered
May 23, 1995, took possession of the subject property, and faithfully performed
his duties until turning possession of the subject property over to Heller on
August 1, 1995. All that remains for the final and prompt administration of
this case is for the Receiver's Final Accounting to be approved, his bond
exonerated, and the distribution of receivership funds approved.
The Motion is based upon this Notice of Motion and Motion, the
accompanying Memorandum Of Points And Authorities, the Receiver's Final
Accounting And Report, all pleadings and records already on file with the Court,
and such other and further evidence as the Court may wish to consider.
DATED: 9/29/95 JEFFER, MANGELS, BUTLER & MARMARO
RICHARD A. ROGAN
BRUCE M. PRICE
By: Bruce M. Price
BRUCE M. PRICE
Attorneys for Heller Financial, Inc.
Name, Address and Telephone No. of Attorney(s) Space Below for Use of Count
Clerk Only
Richard A. Rogan/Bruce M. Price
Jeffer, Mangels, Butler & Marmaro LLP
One Sansome Street, 12th Floor
San Francisco, CA 94104
415/398-8080
Attorney(s) for...........
Heller Financial, Inc.
....Superior.........COURT OF CALIFORNIA, COUNTY OF....Marin.........
(SUPERIOR, MUNICIPAL OR JUSTICE)
.................................................................
(Name of Muncipal or Justice Court District or of Bench court, if any)
Plaintiff(s): Heller Financial, Inc. CASE NUMBER 163981
REQUEST FOR DISMISSAL
TYPE OF ACTION
Defendant(s): Personal Injury, Property Damage
and Wrongful Death
Angeles Partners XV, et al. Motor Vehicle Other
Domestic Relations Eminent Domain
X Other:(Specify) Complaint for:
(1)Specific Performance of Deed of Trust
and Assignment of Rents;(2) Judicial
Foreclosure;(3) Specific Performance,
Appointment of (Abbreviated Title)
Receiver and Accounting; and
(4) Injunctive Relief
TO THE CLERK: Please dismiss this action as follows: (Check applicable boxes.)
1. With prejudice X Without prejudice
2. X Entire action Complaint only Petition only
Cross-complaint only Other: (Specify)
Jeffer, Mangels, Butler & Marmaro
Dated: .October 31, 1995....... Bruce M. Price
*If dismissal requested is at Attorney(s) for Heller Financial, Inc.
specified parties only, at
specified causes of action only or at
specified cross-complaints only, so
state and identify the parties,
causes of action or cross-
complaints to be dismissed. Bruce M. Price
(Type or print attorney(s) name(s))
TO THE CLERK: Consent to the above dismissal is hereby given.**
Dated:.........................
**When a cross-complaint (or Response Attorney(s) for
(Marriage) seeking affirmative relief) is on
file, the attorney(s) for the cross-complainant
respondent) must sign this consent when
required by CCP 581(1).(2) or (5).
(Type or print attorney(s) name(s))
(To be completed by clerk)
Dismissal entered as requested on.....................................
Dismissal entered on................as to only........................
Dismissal not entered as requested for the following reason(s), and
attorney(s) notified on.........................................
,Clerk
Dated............................ By ,Deputy
Form adopted by Rule 982 of CCP 581, etc.:
The Judicial Council of California REQUEST FOR DISMISSAL Cal. Rules of Court
Revised Effective July 1, 1972
