-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S3g141XSCpIgZAh/xFlbvFcpracBZvx4y7GJwe17ID7nBtFbhwgBF1xP3qxl07OM 6tTQ8uILcwxvBVbi/CaZfA== 0000355804-95-000001.txt : 19951119 0000355804-95-000001.hdr.sgml : 19951119 ACCESSION NUMBER: 0000355804-95-000001 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951114 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS XV CENTRAL INDEX KEY: 0000788331 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 954046025 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-15546 FILM NUMBER: 95591776 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB 1 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
September 30, 1995 Assets 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)
[FN] See Accompanying Notes to Financial Statements b) ANGELES PARTNERS XV STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
September 30, 1995 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)
[FN] See Accompanying Note to Financial Statements c) ANGELES PARTNERS XV STATEMENT OF OPERATIONS (Unaudited) (Going Concern Basis)
Three Months Ended Nine Months Ended September 30, 1994 September 30, 1994 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)
[FN] See Accompanying Notes to Financial Statements d) ANGELES PARTNERS XV STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 30, 1994 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
[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 EX-27 2
5 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. 0000788331 ANGELES PARTNER XV 1 9-MOS DEC-31-1995 SEP-30-1995 235,209 0 34,253 0 0 0 5,350,000 0 5,739,880 0 6,967,409 0 0 0 (2,876,610) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 The Registrant has an unclassified balance sheet.
EX-10.11 3 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. EX-10.12 4 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. EX-10.13 5 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 -----END PRIVACY-ENHANCED MESSAGE-----