UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: McNEIL REAL ESTATE FUND Case No. 394-33903-HCA-11 XXIII, L.P., Chapter 11 Debtor ORDER CONFIRMING PLAN --------------------- The First Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code filed by McNeil Real Estate Fund XXIII, L.P. ("Debtor") on January 27, 1995, as modified by Modifications of Debtor's First Amended Plan of Reorganization filed on February 7, 1995, Debtor's Second Motion to Modify Plan filed on April 12, 1995, and Debtor's Emergency Third Motion to Modify Plan filed on May 10, 1995 (the "Plan") or a summary thereof, having been transmitted to creditors and equity security holders; and It having been determined after hearing on notice that the requirements for confirmation set forth in 11 U.S.C.1129 (a) have been satisfied as follows: 1. The Plan complies with the applicable provision of Title 11 of the United States Code (the "Bankruptcy Code"); 2. The Plan proponent, the Debtor, has complied with the applicable provisions of the Bankruptcy Code; 3. The Plan has been proposed in good faith and not by any means forbidden by law; 4. Payments made or to be made by the Debtor for services or for costs and expenses in or in connection with the Plan or case have been approved by or are subject to the approval of the Court; 5. The Debtor has disclosed the identities of insiders to be retained by the reorganized Debtor; 6. No governmentally regulated rates are involved in the case; 7. Each impaired Class of Claims or Interests has accepted the Plan as a result of the change of votes of the Class 5 Creditors to accept the Plan, which is hereby approved; 8. Each Class of Claims or Interests has accepted the Plan or is not impaired under the Plan; 9. Claims entitled to priority under 11 U.S.C.507(a)(1)-(7) will be paid in full on the Effective Date; 10. At least one Class of impaired Claims has accepted the Plan without including any acceptance of the Plan by an insider; 11. Confirmation of the Plan is not likely to be followed by the liquidation, or need for further financial reorganization of the Debtor; 12. All fees payable under 28 U.S.C. 1930, have been paid or the Plan provides for the payment of such fees on the Effective Date; 13. No retiree benefits are involved in this case; The Court further determines that it has jurisdiction over this matter which a core proceeding pursuant to 28 U.S.C. 156(b)(2)(A), (L), and (O). The Debtor's Emergency Third Motion to Modify Plan is hereby granted and the Court determines that such modifications do not require further solicitation of acceptances or rejections. Therefore, it is ORDERED that the Plan is CONFIRMED. A copy of the confirmed plan is attached. SIGNED the 17th day of May, 1995. /s/ Harold C. Abramson -------------------------------- THE HONORABLE HAROLD C. ABRAMSON UNITED STATES BANKRUPTCY JUDGE