EXHIBIT 2.3
THIRD MODIFICATION TO AMENDED PLAN OF REORGANIZATION UNDER CHAPTER 11 OF
THE BANKRUPTCY CODE FOR CALIFORNIA SEVEN ASSOCIATES LIMITED PARTNERSHIP,
DEBTOR AND DEBTOR IN POSSESSION, PROPOSED BY THE DEBTOR, DATED APRIL 25,
1995
California Seven Associates Limited Partnership, Debtor and
Debtor in Possession (the "Debtor"), hereby files this Third Modification
to its Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code for California Seven Associates Limited Partnership, Debtor and Debtor
in Possession, Proposed by the Debtor, Dated April 25, 1995 (the "Plan"),
pursuant to 11 U.S.C. 1127 as follows:
1. Section 6.01, Class 1 Claims, commencing at page 26, line 13
through line 20, is modified by deleting the existing text and replacing it
with the following new text:
Amberway Apartments $ 12,900,000
Arbor Park Apartments $ 6,300,000
Mission Bay East Apartments $ 26,600,000
Oakwood Apartments - West Los Angeles $ 18,900,000
Pacifica Club Apartments $ 16,100,000
Sherman Oaks Apartments $ 14,900,000
2. Section 6.01, Class 1 Claims, at page 27, line 1 shall be
amended by deleting the text "8.125%" and replacing it with "8.0%".
3. Section 6.01, Class 1 Claims, commencing on page 27, line 7,
to page 28, line 4, is modified by deleting the existing text and replacing
it with the following new text:
Upon Stabilization of Occupancy of Sherman Oaks, the
$14,900,000 shall be paid as set forth below.
The balance of the Allowed Secured Claim (without Sherman
Oaks) in the total approximate amount of $80,161,306 evidenced by
the Modified Note secured by the First Deed of Trust on the five
Operating Properties shall earn interest for the first 18 months
commencing on the first day of the first month after the
Effective Date as follows:
% OF INTEREST
TRANCHE NO. AMOUNT OF DEBT PAID PER ANNUM
1st $56,112,914 8%
2nd 12,024,196 9.5%
3rd 12,024,196 10%
The payments of interest only shall be due and payable in
arrears by the tenth day of the month for all three tranches. In
addition, the second and third tranches shall receive allocated
excess property cash flow at the rate of 39% and 60%,
respectively. The allocated excess property cash flow for the
second and third tranches shall be paid in arrears on a quarterly
basis in accordance with the participation percentages. The
participation percentages were calculated when combined with
interest paid to achieve 18% and 25% rates of return,
respectively over the term of the Plan.
The Allowed Secured Claim (including Sherman Oaks) in the
total approximate amount of $95,061,306 after the first 18 months
as evidenced by the Modified Note and secured by the First Deed
of Trust on the six (6) Properties shall earn interest and shall
be paid as follows:
% OF INTEREST
TRANCHE NO. AMOUNT OF DEBT PAID PER ANNUM
1st $ 66,542,914 8%
2nd 14,259,196 9.5%
3rd 14,259,196 10%
The interest as set forth above for the first tranche shall be
based on a 30-year amortization schedule of payment of the
principal of the Modified Note due and payable on December 31,
2004. The second and third tranches shall receive allocated
excess property cash flow at the rate of 39% and 60%,
respectively. The allocated excess property cash flow for the
second the third tranches shall be paid in arrears on a quarterly
basis in accordance with the participation percentages. The
participation percentages were calculated when combined with
interest paid to achieve 18% and 25% rates of return,
respectively over the term of the Plan. The balance on the
Modified Note shall be due and payable in full on December 31,
2004. All payments made to Travelers postpetition have been
and/or shall be credited against the principal amount of the
Modified Note.
4. In accordance with the agreement between Travelers and the
Debtor, Exhibit "D" to the Plan (Third Note Modification Agreement; Third
Deed of Trust Modification Agreement; and Second Amendment to Security
Agreement) may be modified after confirmation.
5. In all other respects, the terms and conditions of the Plan
shall remain if full force and effect. If, however, there are any
inconsistencies in any other parts of the Plan and the Modification
contained herein, the Modification shall control.
DATED this ________ day of August, 1995.
CALIFORNIA SEVEN ASSOCIATES
LIMITED PARTNERSHIP, a California
Limited Partnership
By: J. SCOTT BOVITZ (#93548)
Of Counsel
DIXON DIXON & JESSUP LTD.,
L.L.P.
AND
By: _____________________________
CLIFTON R. JESSUP, JR.
BRUCE H. WHITE
DIXON DIXON & JESSUP LTD.,
L.L.P.
ITS ATTORNEYS