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Exhibit 2.5
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF MARYLAND
Greenbelt Division
__________________________________________
)
)
In re )
)
CRIIMI MAE Inc., et al., ) Chapter 11
) Case Nos. 98-2-3115(DK)
Debtors. ) through 98-2-3117(DK)
) (Jointly Administered)
)
__________________________________________
PRAECIPE FILING EXHIBIT 4 TO THE DEBTORS'
THIRD AMENDED JOINT PLAN OF REORGANIZATION
In connection with the hearing on approval of the Debtors'
Second Amended Joint Disclosure Statement (the "Disclosure Statement') held on
April 25, 2000, CRIIMI MAE Inc. ("CMI"), CRIIMI MAE Holdings II, L.P.
("Holdings") and CRIIMI MAE Management, Inc. ("Management") (collectively, the
"Debtors") and the Official Committee of Equity Security Holders of CMI (the
"Equity Committee"), by and through their undersigned counsel, hereby file this
Praecipe Filing Exhibit 4 to the Debtors' Third Amended Joint Plan of
Reorganization (the "Plan").
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The Plan to be sent out to impaired classes of creditors and
equity security holders for voting and to be included as Exhibit A to the
Disclosure Statement will be the Plan including Exhibit 4 filed herewith.
Dated: July 21, 2000
VENABLE, BAETJER AND AKIN, GUMP, STRAUSS,
HOWARD, LLP HAUER & FELD, L.L.P.
By: /S/ By: /S/
------------------------- ------------------------
Richard L. Wasserman Stanley J. Samorajczyk
Federal Bar No. 02784 Federal Bar No. 03113
Carrie B. Weinfeld 1333 New Hampshire Ave., NW
Federal Bar No. 25365 Washington, D.C. 20036
1800 Mercantile Bank and Trust Building (202) 887-4000
Two Hopkins Plaza
Baltimore, Maryland 21201 Co-Counsel for CRIIMI MAE Inc.
(410) 244-7400 and CRIIMI MAE Holdings II, L.P.,
Debtors-in-Possession
Co-Counsel for CRIIMI MAE Inc.
and CRIIMI MAE Holdings II, L.P.,
Debtors-in-Possession
SHULMAN, ROGERS, GANDAL, COVINGTON & BURLING
PORDY & ECKER, P.A.
By: /S/ By: /S/
------------------------- ------------------------
Morton A. Faller Michael St. Patrick Baxter
Federal Bar No. 01488 Federal Bar No. 09694
11921 Rockville Pike Dennis B. Auerbach
Third Floor Federal Bar No. 09290
Rockville, MD 20852-2753 1201 Pennsylvania Avenue, N.W.
(301) 231-0928 Washington, D.C. 20044
(202) 662-6000
Counsel for CRIIMI MAE
Management, Inc., Counsel for the Official Committee
Debtor-in-Possession of Equity Security Holders of
CRIIMI MAE Inc.
-2-
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EXHIBIT 4 TO THE DEBTORS' THIRD
AMENDED JOINT PLAN OF REORGANIZATION
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CHAPTER 11 TREATMENT OF CLAIMS OF SALOMON SMITH BARNEY INC.,
CITICORP REAL ESTATE, INC. AND CITICORP SECURITIES, INC.
CRIIMI MAE Inc. ("CMI"), on the one hand, and Salomon Smith Barney Inc.
("SSB"), Citicorp Real Estate, Inc. ("CREI") and Citicorp Securities, Inc.
("CSI"), on the other hand, (collectively "CSI") agree to the following terms
and conditions for the treatment of the claims of CSI in the Debtors' Third
Amended Joint Plan of Reorganization filed by CMI and the Official Committee
of Equity Security Holders of CRIIMI MAE Inc. (the "Equity Committee"). This
Term Sheet is subject to the filing of a plan of reorganization and
disclosure statement consistent with the terms and conditions set forth
herein.
OVERVIEW: Subject to the conditions outlined in this Term Sheet, CMI
and CSI will support a Third Amended Plan of
Reorganization filed by CMI, CRIIMI MAE Management, Inc.,
CRIIMI MAE Holdings II, LP, (together, the "Debtors") (the
"Third Amended Plan") and the Equity Committee providing
for CSI to receive payment in full and final satisfaction
of their Class A1 Class A10 and any remaining claims on
or before the Effective Date (collectively, the "Claims")
of the following: (a) all principal and interest owing on
the CMM 1998-1 Classes F through J and IO Bonds (the
"Retained Bonds"), the MCFI 1998-MC1 Classes H through M
Bonds (the "MC1 Bonds") and the MCFI 1998-MC2 Classes F
through K Bonds (the "MC2 Bonds") (collectively the
"Bonds"); (b) all principal and non-default interest
related costs and expenses (including attorneys fees and
costs in the approximate amount of $15,000) owing on
account of the Brick Church Loan Agreement; and (c) the
payment of $4,000,000 in cash.
CALCULATION
OF INTEREST: The interest owing to CSI on account of the MC1, MC2 and
Retained Bonds shall be calculated at the contract
non-default rate of interest with all payments from the MC1
and MC2 bonds received by CSI since the Petition Date
credited by CSI as if CSI had applied them when received
to reduce principal and interest owing on such Bonds.
Following execution of this Term Sheet, the Debtors will
file a Stipulation with the Court authorizing SSB to
apply all payments it has received and that it receives
in the future from the MC1 and MC2 bonds to the payment
of principal and
EXHIBIT 4
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interest in accordance with the provisions of this Term
Sheet.
BRICK CHURCH: CREI shall be repaid in full on or before the Effective
Date all amounts owing pursuant to the Guaranty of
Payment dated January 15, 1998 made by CMI to CREI
including, if unpaid by CRIIMI MAE Brick Church, Inc.
non-default interest and related costs and expenses
(including attorneys fees and costs estimated to be
approximately $15,000).
REMAINING
CLAIMS: CSI will be paid $4,000,000 in cash on the Effective Date in
full and final satisfaction of all remaining asserted or
unasserted claims of CSI, CREI or SSB in the Debtors'
cases. These claims shall include, without limitation, all
claims asserted by SSB for the payment of attorneys' fees,
deficiency amounts and unpaid exit fees relating to the
Stipulation and Consent Order Regarding Mortgage Loan
Origination Agreement with CREI and the Order Regarding Sale
of Certain Triple B Bonds.
BOND SALES: SSB will cooperate with CMI to sell the Bonds prior to the
Effective Date. If any of the Bonds are sold or
refinanced prior to the Effective Date, CSI will be paid an
amount of money corresponding to the amount of outstanding
principal and interest (as calculated above) then owing with
respect to the Bonds that are sold. The remaining proceeds
from the sale of the Bonds shall be placed in an interest
bearing escrow account to which CSI's lien claim with
respect to the Bonds prior to their sale shall, pending
further order of the Bankruptcy Court, attach to the funds
in the account to the same extent, and with the same
validity such claim had with respect to the Bonds, SSB and
CMI will cooperate and take all actions necessary to
facilitate the sale or refinancing of the Bonds.
RETAINED BOND
LITIGATION: The adversary proceeding between CMI and CSI in connection
with the Retained Bonds, styled CRIIMI MAE INC. V. CITICORP
SECURITIES, INC., Adv. No. 98-1637 (DK) will be dismissed on
the Effective Date.
2
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Interpleaded
Funds: On the Effective Date, CSI will release all
claims to the funds interpleaded with the
Bankruptcy Court in Adversary Proceeding No.
98-1605 (DK) and will cooperate with CMI to
obtain dismissal of the action.
BBB Bonds: SSB owes CMI certain funds from the re-sale of
the BBB Bonds which will be paid to CMI prior to
the Effective Date.
CRIIMI MAE Inc.
By: /s/
-----------------------------
David B. Iannarone
Senior Vice President
General Counsel
CRIIMI MAE MANAGEMENT, Inc.
By: /s/
-----------------------------
David B. Iannarone
Senior Vice President
General Counsel
CRIIMI MAE HOLDINGS II, L.P.
By: /s/
-----------------------------
David B. Iannarone
Senior Vice President
General Counsel
SALOMON SMITH BARNEY INC.
By: /s/
-----------------------------
D. Le Page
CITICORP REAL ESTATE, INC.
By: /s/
-----------------------------
Michael W. Broido, Vice President
CITICORP NORTH AMERICA, INC.
By: /s/
-----------------------------
Charles Durans
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CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 21ST day of July, 2000, copies
of the Praecipe Filing Exhibit 4 to the Debtors' Third Amended Joint Plan of
Reorganization were sent via first-class mail, postage prepaid (except as
otherwise indicated), to the persons on the attached service list.
/S/
--------------------
Richard L. Wasserman
