Playa Vista edges ahead but Hughes heirs must give OK.

Key parties in the troubled Playa Vista real estate project have signed a crucial partnership agreement for the $8 billion project, but obstacles remain that could prove major stumbling blocks to the development and its anchor tenant, the DreamWorks SKG studio.

Sources close to the discussion said a partnership agreement was signed last week by the financially pressed developer Robert Maguire, and the two Wall Street real estate funds that hold the bulk of his property debt - Morgan Stanley's Real Estate Fund and Goldman, Sacks & Co.'s Whitehall Street Fund.

Even so, other hurdles could prove daunting.

First, the agreement must be signed by Chase Manhattan Bank, which sold the original debt on the property to Morgan Stanley and Goldman Sachs.

In addition, the 22 heirs to Howard Hughes who originally owned the 1,087-acre Playa Vista property, must approve the contract. The heirs retained an interest in Playa Vista when the Howard Hughes Corp. was sold to the Rouse Co. last year.

Hughes died in 1976 without a will or direct descendents. For almost two decades, his 22 cousins and their heirs fought a legal battle against the states of California and Texas over Hughes' 48,000-acre real estate empire - a fight the family members won after running up an estimated $100 million legal bill.

But the heirs aren't the only ones who must sign off on the deal. Some of the cousins were teachers or ministers without substantial resources, so they offered their lawyers a piece of the estate if they won, according to Mark Brown, a spokesman for Las Vegas-based Hughes Corp.

As a result, those lawyers now have a say in the Playa Vista deal.

"At last count there were around 300 (claimants), but there seem to be more crawling out of the woodwork all the time," Brown said.

William Loomis, a Hughes cousin who sits on the board of the Rouse Co., leads the group that controls about 70 percent of the estate. A source close to negotiations said Loomis has traditionally represented all of the heirs, but has expressed a desire to have all of the members of the Hughes estate to have a say in the final Playa Vista agreement.

The approval of the Hughes heirs is crucial because Maguire's agreement is said to be conditioned on his successfully buying out their interest.

"We're in negotiations purgatory now," said the source close to the negotiations. "And there have certainly been times when we've been in hell."

The source, however, said the agreement between the banks and Maguire has put the project in the best position since a previous agreement unraveled last February.

Another source predicted that the agreement could be finalized this month.

But officials at DreamWorks - which has been complaining loudly about the delays - were not popping the champagne corks just yet.

"We've heard that a (development agreement) is imminent," a DreamWorks official said last week. "But that's what we've been hearing all summer."

In addition to the approval of the Hughes heirs and Chase Manhattan, the agreement must be signed by the partnership of the pension fund managers Union Labor Life Insurance Co. and Beverly Hills-based Pacific Capital Group, which have an option to purchase a 33 percent equity stake in the project.

The partnership teamed up with Morgan Stanley and Goldman Sachs in the spring, and their involvement was conditioned on the understanding that all of the commercial and infrastructure work on the project would be done by union labor groups.

The residential component of the project would be done by unions at market rate.

Maguire is currently working out a 30-page development project agreement with union leaders, according to the sources.

Officials from Morgan Stanley, Goldman Sachs and Maguire Partners all declined to comment on talks, but the sources said the development agreement stipulates that ownership of the property has been split into three separate entities:

* The Master Partnership, which owns all of the existing entitled residential property and all of the unentitled property. This partnership will include Goldman Sachs and Morgan Stanley, which own 83 percent of the original debt on Playa Vista, and Oak Tree Capital Management in downtown Los Angeles, which holds the remaining 17 percent.

Two other groups, Pacific Capital and ULLICO, will have an option to buy in as equal partners.

* The Commercial Land Partnership, which encompasses all of the land currently entitled for commercial development. The ownership is the same as the Master Partnership, with the addition that Maguire will own 1.75 percent of the land with the option to buy up to 21 percent over the next two years.

* The Commercial Development Partnership, which has the same ownership conditions as the land partnership. Maguire has the additional right to be the developer of all the currently entitled commercial land with the exception of the proposed DreamWorks Studio.

In other words, Maguire's development is restricted to commercial properties that have received entitlements, which is about 3 million square feet of the 5-million that's entitled, although that estimate does not include the DreamWorks facility.

DreamWorks once hoped to occupy its proposed $200 million high-tech film making facility in Playa Vista by late 1998. As the Playa Vista project has dangled in uncertainty, DreamWorks became frustrated at the inaction and publicly criticized Maguire earlier this year.

DreamWorks is still interested in building a studio on the site near Marina del Rey, but has since taken a much more relaxed attitude, said David Mannix, who oversees development at DreamWorks.

"We have a much more realistic approach than we had one year ago," he said. "We now realize that it takes much longer to do a real estate deal than make a movie."

Mannix said that DreamWorks has not approached any developers to discuss plans for a studio, nor has it spoken to any of the principles in the Playa Vista tentative development agreement.

"We're going to let the Playa negotiations run their course," he said. "And when they're done, (the principles) can come to us."

The project has been plagued by delays since DreamWorks was announced as an anchor tenant in 1995.

Maguire was going to develop the project by himself but ran into financing problems. Chase Manhattan began foreclosure proceedings on his $150 million loan last March - triggered talks between Maguire and the banks in hopes of forging a new development agreement.