EXHIBIT 2.2
John J. Dawson, Esq. (002786)
Susan G. Boswell, Esq. (004791)
Ronald E. Reinsel, Esq. (011059)
STREICH LANG, P.A.
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
(602) 229-5200
Attorneys for EDWARD J. SHOEN, JAMES P. SHOEN, JOHN M. DODDS, and AUBREY K.
JOHNSON, Debtors and Debtors-In-Possession
Lowell E. Rothschild, Esq. (000635)
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
(520) 624-8886
Attorneys for WILLIAM E. CARTY, Debtor and Debtor-In-Possession
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF ARIZONA
In re: ) In Proceedings Under
) Chapter 11
EDWARD J. SHOEN, )
) Case No. 95-1430-PHX-JMM
Debtor. )
- -----------------------------------
In re: )
)
JAMES P. SHOEN, ) Case No. 95-1431-PHX-JMM
)
Debtor. )
- -----------------------------------
In re: )
)
AUBREY K. JOHNSON, ) Case No. 95-1432-PHX-JMM
)
Debtor. )
- -----------------------------------
In re: )
)
JOHN M. DODDS, ) Case No. 95-1433-PHX-JMM
)
Debtor. )
- -----------------------------------
In re: )
)
WILLIAM E. CARTY, ) Case No. 95-1434-PHX-JMM
)
Debtor. ) (Jointly Administered As Case
- ----------------------------------- No. 95-1430-PHX-JMM)
DEBTORS' THIRD AMENDMENT MODIFYING THE AMENDED AND RESTATED
PLANS OF REORGANIZATION PROPOSED BY THE DEBTORS
This Third Amendment (the "Third Amendment") is proposed by each of
the Debtors(1) in the above-captioned jointly administered Chapter 11 cases.
Pursuant to Bankruptcy Code Section 1127, 11 U.S.C. Section 1127, the Debtors
hereby propose the modifications of their respective Plans(2) which are stated
below:
1. Preliminary Statement. As of the filing date of the Third
Amendment, the Bankruptcy Court has conducted eleven (11) days of evidentiary
hearings in the Confirmation Hearing. Both the Plan Supporters and the Plan
Objectors(3) have completed their respective cases-in-chief regarding
confirmation; and the Plan Supporters' rebuttal case is scheduled for December
7-8, 1995. The Debtors propose the Third Amendment as part of the Plan
Supporters' rebuttal case, and solely for the purpose of addressing various
objections asserted by witnesses called by the Plan Objectors during their
case-in-chief. The Third Amendment does not present any new and different
species of property to be valued and
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(1) Unless otherwise expressly stated herein, all capitalized defined
terms will have the same meanings as in the Amended and Restated Plans of
Reorganization, the First Amendment, and the Second Amendment which the Debtors
have filed. The Third Amendment is a modification of each of those Plans; and,
henceforth, the defined term "Plan" appearing therein will be deemed to
incorporate and include the Third Amendment.
(2) See note 1, supra, regarding the defined term "Plan" and the
incorporation, henceforth, of the Third Amendment in the Debtors' Plans.
(3) The "Plan Supporters" are the Debtors (who are the proponents of the
Plans) and AMERCO (which has agreed to provide certain funding support for the
Plans). The "Plan Objectors" are the Share Case Plaintiffs and Paul Shoen
(subject to the Plan Supporters' objections that Paul Shoen does not have
standing).
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transferred under the Debtors' Plans; and it is the Debtors' belief that the
adjustments made by the Third Amendment are the kinds of changes which
ordinarily would be made by negotiations and stipulations in the usual
confirmation environment. However, the Debtors have not had the benefit of such
consensual dealings with the Plan Objectors and, therefore, the Debtors
(together with AMERCO) have not been able to address certain objections and deal
with them until the objections have been asserted by the Plan Objectors and
certain of their witnesses during the Confirmation Hearing.
2. AMERCO Certification. The Debtors are the proponents of their
respective Plans. AMERCO is a supporter and the proposed funder of the Debtors'
payment of the Share Case Claim under their Plans. Wherever the Third Amendment
provides for an act or approval by AMERCO, the attached AMERCO Certification
confirms that AMERCO agrees to do such act and to give such approval. The
Debtors are satisfied that everything now and heretofore requested of AMERCO in
support of the Debtors' Plans has been approved by the AMERCO Funding
Resolution, a copy of which is Exhibit PS-18 received in evidence in the
Confirmation Hearing.
3. Incorporation Of October 17, 1995 Agreement. The Debtors
incorporate in their Plans the Agreement dated October 17, 1995 which the
Debtors have made and executed with AMERCO. A conformed copy of the Agreement
has been received in evidence in the Confirmation Hearing as Exhibit B-127.
Also, the Debtors have filed a motion asking the Bankruptcy Court to approve
their
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participation in the Agreement (if and to the extent that such approval is
needed); and a copy of the motion (including copies of the Agreement and related
correspondence) has been received in evidence in the Confirmation Hearing as
Exhibit PS-66. The Agreement is subject to confirmation of the Debtors' Plans
and the occurrence of the Effective Date.
4. Computation/Payment Sources Of The Share Case Claim. Attached
Schedule "1-SCC" shows the Debtors' computation of the face amount of the Share
Case Claim and the sources of payment thereof under the Debtors' Plans
(exclusive of the Contingency Fund which remains in effect). Schedule 1-SCC
includes the following adjustments:
(a) Computation Of The Share Case Claim. As stated in the
First Amendment, the face amount of the Share Case Claim has been reduced by
$84,576,312 as a result of the Settlement Agreement and the Stock Purchase
Agreement with Mary Anna (Shoen) Eaton and MARAN, Inc., respectively.
Furthermore, and pursuant to (i) Samuel Shoen's testimony that the Share Case
Plaintiffs received a $1,500,000 payment from Paul Shoen and (ii) the Agreement
between Paul Shoen and the Share Case Plaintiffs (see Exhibit B-1-A in
evidence), which provides that the above-referenced payment reduces the
"principal" of the Share Case Judgment, Schedule 1-SCC shows an additional
$1,500,000 reduction of the Share Case Claim payable to the Share Case
Plaintiffs. Paul Shoen has demanded reimbursement of his $1,500,000 payment from
AMERCO. At the request of the Debtors, AMERCO agrees that, at or before the time
when AMERCO
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funds the Debtors' Plans on the Effective Date, AMERCO will pay Paul Shoen
$1,500,000 cash to reimburse him for that payment. This agreement by AMERCO is
without prejudice to its right to examine, approve, or disapprove any other or
further demand which may be made, or which has been made, by Paul Shoen or by
anyone else (if anyone) who claims to be similarly situated.
(b) Payment Sources. Schedule 1-SCC shows that the sources of
payment of the Share Case Claim remain the Series B AMERCO Preferred Stock, the
Series D AMERCO Preferred Stock, certain Mortgage Loans, the Class C REMIC
Certificate, certain Real Property, and cash. As shown on Schedule 1-SCC: (i)
the amounts of the Series B and Series D AMERCO Preferred Stock are unchanged;
and (ii) all adjustments (if any) by AMERCO in any other species of property
being transferred under the Plans are, and will be, made dollar for dollar in
the cash paid under the Plans. The latter adjustments already have been
contemplated and provided for in the Debtors' Plans (see, e.g., the Second
Amendment at paragraphs 5 and 6); and Schedule 1-SCC essentially provides
updated calculations pursuant to the Third Amendment.
(c) Cash Support Of Arithmetical Calculations. If any
shortfall arises from any inaccuracy of the Debtors' arithmetical calculations,
the shortfall will be paid in cash on the Effective Date.
5. Issues Regarding Preferred Stock. At the request of the Debtors,
and in response to objections asserted during the testimony of certain of the
witnesses called by the Plan Objectors
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(primarily Curtis Kimball but also Samuel Shoen), AMERCO agrees to make the
changes in its preferred stock documents which are stated in attached Schedule
"2-Preferred." As shown in Schedule 2-Preferred, AMERCO also expressly confirms
that the "shelf registration" with respect to its Series A Preferred Stock has
been terminated and cannot be renewed. See AMERCO's "Post-Effective Amendment
No. 1," a true and correct copy of which is attached to Schedule 2 - Preferred.
The matters described above and in Schedule 2-Preferred do not change the amount
and composition of the preferred stock being transferred under the Plans.
6. Issues Regarding Mortgage Loans. At the request of the Debtors, and
in response to objections asserted during the testimony of the Plan Objectors'
witness Mitchell Clarfield, AMERCO agrees to provide certain representations and
warranties, which are stated in attached Schedule "3-ML," in conjunction with
the transfer of the Mortgage Loans under the Plans. The representations and
warranties will inure to the benefit of both the applicable Share Case
Plaintiffs (including any Settlement Trust of which they are beneficiaries) and
any transferee(s) from those Share Case Plaintiffs. Schedule 3-ML also reflects
that the Mortgage Loans will be transferred with the underlying loan files,
assignments of the rights of AMERCO and its affiliates under all applicable
reports and opinions, and ALTA Lender's Title Insurance Policies insuring
priority of the liens. If and to the extent that the balances of the Mortgage
Loans are reduced by payments received on or before the Plans' Effective Date,
the cash paid under the
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Plans will be increased by the amount of those payments. Furthermore, Loan No. 1
listed on Exhibit PS-32 received in evidence in the Confirmation Hearing has
been withdrawn by AMERCO; and the cash paid under the Plans will be increased by
the balance of that loan. See also Schedule 1-SCC.
7. Issues Regarding Class C REMIC Certificate. The Plan Objectors did
not present any expert testimony controverting the value of the Class C REMIC
Certificate (since the Plan Objectors withdrew Dennis Lavin as a witness). If
and to the extent that there is any reduction of the balance of the Class C
Certificate owing to AMERCO as of the Plans' Effective Date, the cash paid under
the Plans will be increased by the amount of any such reduction of the balance
of the Class C Certificate. See also Schedule 1-SCC.
8. Certain Real Property Adjustments. As shown in attached Schedule
"4-RP," and as contemplated and provided for in paragraph 6 of the Second
Amendment, several of the parcels of real property proposed to be transferred
under the Plans are being withdrawn and replaced with cash in the full amounts
of the Cushman & Wakefield appraisals. Any other or further adjustments before
the Plans' Effective Date will be made in the same way. See also Schedule 1-SCC.
9. Settlement Trust Issues. The Settlement Trust is defined in the
Debtors' Plans. It is intended as a vehicle which the applicable Share Case
Plaintiffs (i.e., the beneficiaries) can choose to keep or to dissolve as soon
as it is funded on the
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Effective Date or at any time thereafter. While the beneficiaries are deciding,
AMERCO agrees to pay the trustee's fees and expenses from the Effective Date to
the three (3) month anniversary of the Effective Date. The form of Settlement
Trust Agreement which comprises Schedule "5" attached to the Disclosure
Statement is a draft document which has been available for review by the Share
Case Plaintiffs and their counsel since approximately July 28, 1995. No comments
have been received by counsel for the Plan Supporters. Notwithstanding the
funding of the Settlement Trust on the Effective Date, and if the applicable
Share Case Plaintiffs (i.e., the beneficiaries) want to keep the Settlement
Trust wholly or in part thereafter, the Debtors and AMERCO are willing to amend
the Settlement Trust nunc pro tunc as of the Effective Date and as reasonably
requested by the beneficiaries within thirty (30) days thereafter, so long as
any requested amendment: (i) retains the Effective Date as the funding date of
the Settlement Trust; and (ii) does not create or increase any financial
obligation of the Debtors (including the Reorganized Debtors) and AMERCO beyond
what is proposed in the Plans. Without thereby delaying the occurrence of the
Effective Date and the funding of the Settlement Trust at that time, the Debtors
and AMERCO also are prepared to work immediately with the Share Case Plaintiffs
and their counsel in an effort to finalize the Settlement Trust Agreement to
their reasonable satisfaction before the Settlement Trust is funded.
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10. Offer To Settle Disputes. Subject to confirmation of the Plans,
and as of the Effective Date, the Debtors (including the Reorganized Debtors)
and AMERCO offer to exchange mutual releases with the Plan Objectors, including
stipulations for dismissal with prejudice of all pending litigation of any kind.
The mutual releases proposed will be substantially similar to the releases which
were executed in connection with the Agreements by and among the Debtors,
AMERCO, Mary Anna (Shoen) Eaton and her husband, and MARAN, Inc. See Exhibits
PS-15 and PS-16 in evidence in the Confirmation Hearing. The offer is made to
each of the Plan Objectors (but must be accepted by both the individual and
his/her related corporation in the case of the respective Share Case
Plaintiffs); and the offer will expire if it is not accepted in writing by the
Confirmation Date. The Debtors and AMERCO cannot bind, and are not trying to
bind, any unwilling Plan Objector to this offer. Instead, this offer is made
unilaterally in response to assertions during the Plan Objectors' case-in-chief
(primarily Samuel Shoen's testimony) that confirmation and performance of the
Plans will not end Shoen family disputes. The Debtors and AMERCO believe that
such assertions are wrong at least to the extent of disputes which are struggles
for control of AMERCO and adversely affect AMERCO. The Debtors and AMERCO are
willing to agree to a more global settlement if the Plan Objectors are so
inclined, so that (along with the further assurances and the retention of the
Bankruptcy Court's jurisdiction provided below) there can be a comprehensive
resolution of disputes.
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11. Further Assurances. Without creating or increasing any financial
obligation of the Debtors (including the Reorganized Debtors) and AMERCO beyond
what is proposed in the Plans, the Debtors and AMERCO agree that they will
provide reasonable cooperation and assistance to the Share Case Plaintiffs with
respect to the property transferred pursuant to the Plans.
12. Retention Of Bankruptcy Court's Jurisdiction. Unless the
Bankruptcy Court orders otherwise in the Confirmation Order, the Bankruptcy
Court's retention of jurisdiction provided in the Plans will include retained
jurisdiction to enforce the further assurances provision stated above. The
Debtors (also binding the Reorganized Debtors) and AMERCO expressly consent to
such retention of jurisdiction by the Bankruptcy Court.
13. Incorporation By Reference. The Third Amendment will be, and
hereby is, incorporated by reference in the Debtors' Plans. When and if
requested or permitted by the Bankruptcy Court, the Debtors are willing to meld
the modifications made by the Third Amendment (as well as the First Amendment
and the Second Amendment) into the language of the Plans in order to make the
final iteration of the Plans more precise.
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14. Plans Continue In Effect. Except as expressly modified by the
Third Amendment, the Debtors' Plans continue in full force and effect.
DATED: December 5, 1995 /s/ Edward J. Shoen
----------------------------------
EDWARD J. SHOEN, Debtor
and Debtor-In-Possession
/s/ James P. Shoen
----------------------------------
JAMES P. SHOEN, Debtor
and Debtor-In-Possession
/s/ John M. Dodds
----------------------------------
JOHN M. DODDS, Debtor
and Debtor-In-Possession
/s/ Aubrey K. Johnson
----------------------------------
AUBREY K. JOHNSON, Debtor
and Debtor-In-Possession
/s/ William E. Carty
----------------------------------
WILLIAM E. CARTY, Debtor
and Debtor-In-Possession
PREPARED AND SUBMITTED BY:
STREICH LANG
A Professional Association
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
By /s/ John J. Dawson
------------------------------
John J. Dawson
Susan G. Boswell
Ronald E. Reinsel
Attorneys for EDWARD J. SHOEN,
JAMES P. SHOEN, JOHN M. DODDS,
and AUBREY K. JOHNSON,
Debtors and Debtors-In-Possession
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Lowell E. Rothschild, Esq.
Scott Gan, Esq.
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
Attorneys for WILLIAM E. CARTY,
Debtor and Debtor-In-Possession
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AMERCO CERTIFICATION
AMERCO CERTIFICATION
Acting by and through its duly authorized Corporate Secretary
undersigned, AMERCO hereby certifies as follows:
1. AMERCO is familiar with the Debtors' Plans, including the Third
Amendment to which this Certification is attached.
2. AMERCO expressly approves the Debtors' Plans, including the Third
Amendment, and further expressly confirms that wherever the Third Amendment
provides for an act or approval by AMERCO, AMERCO agrees to do such act and to
give such approval.
DATED: December 5, 1995 AMERCO, a Nevada corporation
By /s/ Gary V. Klinefelter
---------------------------------
Gary V. Klinefelter
Its Corporate Secretary
SCHEDULE 1-SCC
(PERTAINS TO COMPUTATION/ PAYMENT
SOURCES OF THE SHARE CASE CLAIM)
Schedule 1 - SCC
A. Computation Of The Share Case Claim.
Balance on the Petition Date
$461,838,000 plus judgment
interest of ten percent (10%)
per year from February 14, 1995
to and including February 21,
1995) $ 462,723,716 (1)
Less:
Reduction pursuant to Paul
Shoen's Agreement with the
Share Case Plaintiffs (1,500,000)(2)
Reduction pursuant to the
Settlement Agreement and the
Stock Purchase Agreement with
Mary Anna (Shoen) Eaton and
MARAN, Inc. (84,576,312)(3)
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Total Remaining Share Case Claim $ 376,647,404 (4)
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B. Share Case Claim Sources Of Payment.
Property Amounts/Values(5)
-------- --------------
Series B AMERCO Preferred Stock $101,398,336
Series D AMERCO preferred Stock 193,000,000
Real Property (Adjusted as shown
in Schedule 4-RP)(6) 42,682,000(7)
Mortgage Loans (Balances adjusted
as of December 15, 1995) 13,343,147(7)
Class C REMIC Certificate (Balance
as of November 1, 1995) 12,519,638(7)
Cash 13,704,283(7)
------------
Total of Payments $376,647,404
============
C. Notes To Schedule 1 - SCC.
1. This balance does not include any taxable costs (if there are any)
awarded to the Share Case Plaintiffs under the Share Case
Judgment. If and when any such costs are awarded, they will be
paid in cash.
2. As stated in subparagraph 4(a) of the Third Amendment, AMERCO has
agreed to reimburse Paul Shoen for his $1,500,000 payment.
3. This reduction resulted from total cash payments of $64,085,000
which AMERCO paid to Mary Anna (Shoen) Eaton and to MARAN, Inc.
under the respective provisions of a Settlement Agreement and a
Stock Purchase Agreement in which the Bankruptcy Court allowed the
Debtors to participate.
4. This amount does not include any post-Petition Date interest under
the Share Case Judgment. If the Bankruptcy Court determines that
the Debtors are obligated to pay any such interest, the payment
will be made from the Contingency Fund.
5. The Plan Supporters believe that the listed assets have, or may
have, greater actual values than the amounts listed and that the
listed amounts are "at least" the values of those assets. For
purposes of the confirmation standards, and in light of the
testimony of their experts, the Plan Supporters are using the
listed amounts as the values.
6. See note 5, supra. The values of the real property assets are
based on Cushman & Wakefield appraisals which have been received
in evidence.
7. Any further adjustments in the Real Property, the balances of the
Mortgage Loans, and/or the balance of the Class C REMIC
Certificate on or before the Effective Date will be covered by
dollar-for-dollar increases in the cash paid under the Plans. Any
shortfalls resulting from arithmetical miscalculations (if any) by
the Plan Supporters and/or the need to round off certain
fractional interests (e.g., fractional shares of preferred stock)
also will be paid in cash.
SCHEDULE 2 - PREFERRED
(ADDRESSES CERTAIN CHANGES IN AMERCO'S PREFERRED STOCK DOCUMENTS)
SCHEDULE 2 - PREFERRED
A. SERIES B PREFERRED STOCK.
The following changes and clarifications are being (or will be) made to
the Form S-2, Registration Statement dated October 31, 1995, and the
Prospectus related thereto with respect to the Series B Fixed Rate
Preferred Stock (collectively, the "Series B Prospectus") under the
general heading "Description of Securities":
1. Special Call Provision.
This provision will be clarified to provide that the only
Securities (as defined in the Series B Prospectus) which are
subject to the Special Call Provision are those that have not
been sold in either a public offering or in a private sale
(other than the offering to which the Series B Prospectus
relates, i.e., the Share Case Plaintiffs or any related
parties thereto).
2. Right of Redemption.
This provision will be changed and clarified to provide that
the Securities (as defined in the Series B Prospectus) may not
be sold in a public offering or in a private sale unless such
Securities are first offered to the Company (as defined in the
Series B Prospectus) by written notice from the holder(s) of
the Securities to the Company. The Company will then have
twenty-one (21) days(1) from receipt of the notice to decide
whether or not to exercise its right of redemption. If the
Company decides within that twenty-one (21) day period to
exercise its right of redemption, it will notify in writing
the holder(s) seeking to sell the Securities. The Company will
then have one hundred twenty (120) days from the date of
giving such written notice in which to perform.
The blank which currently appears in the Series B Prospectus
as to the time period within which the holder(s) of any
Securities must sell (assuming the Company's failure to
exercise its right of redemption) will provide for a two
hundred seventy (270) day period
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(1) Pursuant to the testimony of Robert Redmond, the notice period was
changed from 180 days as provided in the Series B Prospectus to 30 days. The
Debtors (with the approval of AMERCO) are further shortening the notice period
from 30 days to 21 days.
for the holder(s) of such Securities to sell before a holder
must again comply with the right of redemption provision.
3. Voting.
This provision will be changed to delete the term
"consecutive" so that whenever dividends payable on any of the
Securities are in arrears for six calendar quarters, the
holders of such shares (voting separately as a class with any
holders of any other cumulative preferred stock upon which
like voting rights have been conferred, i.e., the Series D and
Series A Preferred Stock) will be able to nominate and vote
for the election of two additional directors of the Company in
accordance with the procedures more fully set forth in the
Series B Prospectus.
B. SERIES D PREFERRED STOCK.
The following changes and clarifications are being (or will be) made to
the Form S-2, Registration Statement dated October 31, 1995, and the
Prospectus related thereto with respect to the Series D Floating Rate
Preferred Stock (collectively, the "Series D Prospectus") under the
general heading " Description of Securities":
1. Special Call Provision.
This provision will be clarified in the same manner as set
forth above in Paragraph 1 above for the Series B Preferred
Stock.
2. Right of Redemption.
This provision will be changed and clarified in the same
manner as set forth in Paragraph 2 above for the Series B
Preferred Stock.
3. Voting.
This provision will be changed in the same manner as set forth
in Paragraph 3 above for the Series B Preferred Stock.
C. THE SHELF REGISTRATION (TERMINATION).
The Registration Statement and Prospectus related thereto, dated
October 6, 1993, for Preferred Stock and Debt Securities of AMERCO
(referred to as the "Shelf Registration") was
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terminated on December 5, 1995 by the filing of "Post-Effective
Amendment No. 1" by AMERCO, a copy of which is attached. Therefore,
there is no currently effective registration statement pursuant to
which AMERCO could issue additional Preferred Stock or Debt Securities.
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SCHEDULE 3-ML
(PERTAINS TO THE MORTGAGE LOANS BEING TRANSFERRED UNDER THE PLANS)
SCHEDULE 3-ML
A. STANDARD LENDER'S TITLE INSURANCE POLICIES.
AMERCO(1) will obtain, in the name of the Settlement Trust Trustee as
the insured lender, an ALTA lender's title insurance policy with
respect to each Mortgage Loan transferred under the Plans.
B. DOCUMENTS TO BE TRANSFERRED.
In conjunction with the transfer of the Mortgage Loans under the Plans,
AMERCO will transfer the following:
1. All of the loan and security documents evidencing and securing
the Mortgage Loans;
2. The underlying loan files; and
3. Assignments of all rights of AMERCO under all applicable
reports and opinions, including, but not limited to,
environmental reports and opinions of borrowers' counsel.
C. REPRESENTATIONS AND WARRANTIES.
AMERCO will give the following representations and warranties in
conjunction with the transfer of the Mortgage Loans as provided under
the Plans:
1. Seller(2) has the power and authority to execute the transfer
documents, including authority to sell, assign, and transfer.
2. Execution, delivery, and compliance with the transfer of the
Mortgage Loans will not conflict with any law or regulation or
constitute a default under existing agreements to which Seller
is a party.
3. All action has been taken by Seller to authorize execution,
delivery and performance of the transfer of the Mortgage
Loans.
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(1) As used herein, AMERCO will mean AMERCO or the appropriate subsidiary.
(2) In this context, Seller will mean AMERCO or the appropriate subsidiary.
4. Seller has obtained any consent, approval, authorization or
order from any body required for execution, delivery and
performance of the transfer of the Mortgage Loans.
5. Seller is the sole owner and holder of each Mortgage Loan.
6. Seller is transferring the Mortgage Loans free and clear of
any and all liens, pledges, charges or security interests of
any nature except any interest of Seller in any encumbrances
and obligations which are junior to the Mortgage Loans being
transferred or in any property management agreement(s) to
which Seller is a party.
7. The Mortgage Loan(s) has not been modified in any material
respect or satisfied, canceled or subordinated.
8. The proceeds of the Mortgage Loan(s) have been fully disbursed
and there is no requirement for future advances.
9. Each Mortgage Loan is covered by an ALTA lender's title
insurance policy.
10. To Seller's knowledge, there is no default, breach, violation
or event of acceleration existing in any of the Mortgage
Loans.
11. No payment required under any Mortgage Loan is more than 30
days past due.
D. KOLB ROAD SELF STORAGE(3).
In response to the concerns of the Share Case Plaintiffs about the
existence of current evidence of indebtedness, attached hereto and by
this reference incorporated herein is the "Amended Order Confirming
Plan" dated April 12, 1993 (the "Amended Order"). In June 1993, after
entry of the Amended Order, U-Haul International, Inc. purchased from
General Financial Services, Inc. the obligation of Kolb Road Self
Storage to General Financial Services, Inc. (as set forth in the
Amended Order).
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(3) This loan is listed as Loan No. 2 in Exhibit PS-32 which has been
received in evidence in the Confirmation Hearing.
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SCHEDULE 4-RP
(PERTAINS TO THE REAL PROPERTY, INCLUDING ADJUSTMENTS THEREOF, BEING
TRANSFERRED UNDER THE PLANS)
SCHEDULE 4-RP
Part A:
CASH SUBSTITUTIONS FOR REAL PROPERTY PREVIOUSLY
PROPOSED TO BE TRANSFERRED UNDER DEBTORS' PLANS
Cushman & Wakefield Property Cushman & Wakefield
Property No. Location Appraised Value
- ------------------- -------- -------------------
15 Kansas City, KS 460,000.00
22 Houston, TX 265,000.00
FM 1960 & Woodcreek
27 Mesquite, TX 110,000.00
41 Manassas Park, VA 185,000.00
47 Port Orange, FL 525,000.00
58 Fontana, CA 290,000.00
Boyle Avenue
60 Long Beach, CA 1,350,000.00
66 Palm Springs, CA 570,000.00
-------------
Total Cash Replacing Withdrawn Property: $3,755,000.00
=============