Regency Signs Security Land Partnership Agreement Amendment

Apr 08, 2003, 01:00 ET from Regency Affiliates, Inc.

    JENSEN BEACH, Fla., April 8 /PRNewswire-FirstCall/ --
 Regency Affiliates, Inc. (OTC Bulletin Board:   RAFI) is pleased to announce
 that it has entered into an amendment to the partnership agreement for
 Security Land and Development Company Limited Partnership, a Maryland limited
 partnership that owns a two story office building and connected six story
 tower that is occupied by the Social Security Administration of the United
 States Government.  The General Services Administration recently agreed to
 extend the term of its lease for the property through October 2018.
     Regency Affiliates is a limited partner in Security Land and a limited
 partner in 1500 Woodlawn Limited Partnership, the general partner of Security
 Land.  Under the amendment entered into today, the net proceeds of a loan to
 Security Land will be distributed to Regency and the non-Regency partners on a
 50/50 basis, provided that such allocation would result in a minimum
 distribution to Regency of $39,000,000 (a "qualified financing").  The
 amendment also provides that, following a qualified financing, Regency will be
 entitled to (i) 95% of Security Land's distributions of cash flow until it has
 received $2,000,000 of such distributions, and thereafter 50% of such
 distributions, (ii) once it has received $2,000,000 of cash flow
 distributions, a $180,000 annual management fee and (iii) a 50% interest in
 all other distributions from Security Land.  The foregoing percentages are
 inclusive of Regency's interest as a limited partner in 1500 Woodlawn.
     The amendment, which is being held in escrow pending consummation of a
 qualified financing, will not become effective if a qualified financing is not
 consummated on or prior to August 5, 2003.  Regency's existing rights under
 the Security Land partnership agreement remain unchanged by the amendment
 unless and until the amendment becomes effective.
     While there can be no assurance that a qualified financing will be
 consummated, the general partner of Security Land has informed Regency that it
 is negotiating the terms of a new loan for the Partnership that would
 constitute a qualified financing, and that it intends to consummate the
 qualified financing as soon as possible.
     Regency is a defendant in an action entitled Gatz et al. v. Ponsoldt, Sr.,
 et al. pending in the Federal District Court for the District of Nebraska.  In
 connection with a motion by the plaintiffs in the action seeking to enjoin the
 "monetization" of the Security Land asset, an Order was entered upon Regency's
 agreement to give plaintiffs ten-days' notice of any such monetization.  In
 light of the foregoing, Regency today delivered notice of the prospective
 qualified financing.  Regency intends to oppose any effort by plaintiffs to
 interfere with the prospective qualified financing.
 1995.  Statements in this press release may constitute "forward-looking
 statements" within the meaning of Section 27A of the Securities Act of 1933,
 as amended, and Section 21E of the Securities Exchange Act of 1934, as
 amended.  Any statements contained herein which are not statements of
 historical facts and that address activities, events or developments that
 Regency or its management expects, believes or anticipates will or may occur
 in the future shall be deemed to be forward-looking statements.  Forward-
 looking statements are inherently subject to risks and uncertainties, many of
 which cannot be predicted with accuracy and some of which might not be
 anticipated.  Future events, actual results of performance, financial or
 otherwise, could differ materially from those set forth in or contemplated by
 the forward-looking statements herein.  Readers are cautioned not to place
 undue reliance on these forward-looking statements, which speak only as of the
 date hereof.  Regency undertakes no obligation to release publicly any
 revisions to these forward-looking statements that may be made to reflect
 circumstances after the date hereof or to reflect the occurrence of
 unanticipated events.  The inclusion of any statement in this press release
 does not constitute an admission by Regency or any other person that the
 events or circumstances described in such statement are material.

SOURCE Regency Affiliates, Inc.