FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to _____________
Commission file number 0-16792
BASS REAL ESTATE FUND - 84
(Exact name of registrant as specified in its charter)
North Carolina 56-1419569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 Park Road, Charlotte, North Carolina 28209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 704/523-9407
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 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 _____
Aggregate market value of voting securities held by nonaffiliates: Not
applicable as all securities are non-voting.
Documents incorporated by reference: None
Page 1 of ___ sequentially numbered pages
Exhibit Index on Page 31
<PAGE>
PART I
Item 1 - Business.
The Registrant is a North Carolina limited partnership organized as of June
1, 1984. The general partners of the Registrant are Marion Bass Real Estate
Group, Inc. (the Managing General Partner), a North Carolina corporation, and
Marion F. Bass (the Individual General Partner), president and chief executive
officer of the Managing General Partner (collectively, the General Partners).
The Managing General Partner is wholly owned by Marion Bass Investment Group,
Inc., which in turn is wholly owned by Marion F. Bass.
The Registrant's principal investment objectives are to (1) provide capital
appreciation, (2) provide cash distributions from operations which will not, in
the early years of the Registrant, be subject to Federal income taxation, (3)
preserve and protect the capital of the limited partners, (4) provide tax losses
in excess of tax sheltered cash distributions during the initial years of the
partnership which may be used to offset taxable income from other sources and
(5) build equity through the reduction of mortgage debt on the Registrant's
properties.
The Registrant commenced an offering of a minimum of 3,000 up to a maximum
of 14,800 units of limited partnership interests (the Units) at $500 per Unit on
September 14, 1984 pursuant to a Registration Statement filed under the
Securities Act of 1933, as amended. On March 14, 1985, subscriptions for Units
in excess of 3,000 Units had been received and accepted and the proceeds of the
offering, after deduction for selling commissions and organization and offering
expenses, aggregated $1,369,280. The proceeds of the offering were delivered
from escrow and the offering was extended until the earlier of September 14,
1985 or until all 14,800 Units had been sold. On September 14, 1985 the offering
terminated with aggregate net proceeds from the Offering totaling $4,265,000.
After deduction for selling commissions and organization and offering expenses
of $511,800, net proceeds of $3,753,200 were available for partnership
operations. In addition to these proceeds, the General Partners contributed
amounts totaling $43,081.
On March 14, 1985, the Individual General Partner acquired 8 acres of
unimproved land in Charlotte, North Carolina for a total purchase price of
$360,400. This property was transferred to the Registrant on April 12, 1985 for
$370,925, the Individual General Partner's original acquisition price plus
actual out-of-pocket expenses totaling $10,525 related to the acquisition.
Pursuant to an agreement with an affiliate dated July 18, 1985, the Registrant
constructed a 132 unit (54 one bedroom units and 78 two bedroom units) apartment
community with clubhouse, swimming pool, and laundry facilities on this
property. Construction was completed
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<PAGE>
and all units were ready for occupancy in July, 1986. Total cost of the project
known as The Chase on Commonwealth including construction management fees of 10%
of the construction cost paid to an affiliate, financing costs, construction
period interest and funded pre-opening expenses was approximately $4,205,880.
The project was financed by the proceeds of the offering delivered from escrow
on March 14, 1985, and a construction loan of $2,856,278 from First Union
National Bank. On March 16, 1987, the Registrant refinanced the construction
loan with a $2,856,278, nonrecourse, nonamortizing 15-year loan bearing interest
at 11.75%. The loan was obtained from Bass Mortgage Income Fund I, Limited
Partnership, an affiliated partnership in which the Individual General Partner
serves as a general partner. The Registrant paid $85,688 in loan points (equal
to 3% of the principal) at closing and all closing costs. In November 1995, the
Registrant negotiated a prepayment of this mortgage loan. At the date of
prepayment, the Registrant was reporting principal and accrued interest payable
to the affiliate of $3,130,700. Under the terms of repayment, the Registrant
paid Bass Mortgage $2,858,311 as full satisfaction of all amounts due the
affiliate. As a result of this payment, the Registrant recorded an extraordinary
gain of $272,389 in 1995.
The Registrant obtained a 7.6% HUD insured mortgage of $3,230,000 for
The Chase in November 1995. The loan requires monthly principal and interest
payments of $22,009 and matures in December 2030. The Registrant incurred total
costs of $77,095 in connection with obtaining the new mortgage loan secured by
The Chase.
On April 19, 1986, the Registrant purchased an existing apartment community
completed in 1981 known as Willow Glen (formerly known as Sunset Apartments)
from a non-affiliated seller for a price of $3,750,000. The property is a 120
unit (40 one bedroom units, 56 two bedroom units, and 24 three bedroom units)
middle class apartment community located in Monroe, North Carolina. It consists
of 15 two-story buildings, clubhouse, swimming pool, laundry facility and two
tennis courts situated on 12 acres. The property carried a 7 1/2% HUD insured
mortgage of approximately $2,695,000 (65% leverage) which was assumed by the
Registrant. The balance of the purchase price and costs of acquisition were
provided from equity funds. A 10% acquisition fee totaling $375,000, was paid to
an affiliate at closing.
The Registrant does not anticipate the acquisition/development of any
additional properties.
Upon the sale of any property by the Registrant, the proceeds of the sale
will be distributed to the partners. Therefore, it is intended that the
Registrant will be self-liquidating. The General Partners currently intend to
dispose of all properties purchased within nine to twelve years of the purchase.
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Competition among owners of apartment complexes of the type and in the areas
that the Registrant owns apartment complexes is generally high. Competition is
generally based on price and features offered. Many of the Registrant's
competitors have greater assets and more experience than the Registrant and the
General Partners.
One or both of the General Partners serve as a general partner in eight
private partnerships which own various income-producing, multi-family
residential property. None of the private partnerships sponsored by the General
Partners currently contemplates the acquisition of additional properties. The
General Partners sponsored three public real estate partnerships, Bass Real
Estate Fund-II, Bass Income Plus Fund Limited Partnership, and Bass Real Estate
Fund III with similar objectives as the Registrant. Conflicts could develop
between the Registrant and other existing or future partnerships which the
General Partners may manage. The General Partners intend to devote only such
time to the business of the Registrant as in their judgment is reasonably
required. The General Partners are engaged in other similar activities which
also require their time and attention.
As of December 31, 1995, the Registrant did not directly employ any persons
in a full-time position. Certain employees of the Managing General Partner and
affiliates performed services for the Registrant during the year.
Item 2 - Properties.
The Chase on Commonwealth
The Chase on Commonwealth is a 132 unit apartment complex with
clubhouse, swimming pool, and laundry facilities on an 8 acre tract of land in
Charlotte, North Carolina. The property consisting of 5 apartment buildings and
1 clubhouse building was constructed between August, 1985 and July, 1986 by an
affiliate. The total cost of the development was approximately $4,592,707. At
December 31, 1995, occupancy was 94%. The types of units and monthly rentals are
described below:
<TABLE>
<CAPTION>
Units Description Size 12/31/93(1) 12/31/94 12/31/95
(sq. ft.) Rental Rental Rental
<S> <C> <C> <C> <C> <C>
54 one bedroom 670 $ 375 $ 410 $ 425
78 two bedroom 879 475 510 515
132 104,742 57,300 61,920 63,120
</TABLE>
(1) During 1993 rents were reduced in order to meet competition in surrounding
areas.
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<PAGE>
Willow Glen Apartments
Willow Glen (formerly known as Sunset Apartments) is a 120 unit middle
class apartment community located in Monroe, North Carolina. The property was
completed in April, 1981 and consists of 15 two-story buildings, clubhouse,
swimming pool, laundry facility and two tennis courts situated on 12 acres. It
was purchased from a non-affiliated seller for $3,750,000 in April, 1986. At
December 31, 1995, 99% of the apartment units were occupied. The types of units
and monthly rentals are described below:
<TABLE>
<CAPTION>
Units Description Size (sq. ft.) 12/31/93 12/31/94 12/31/95
Rental Rental Rental
<S> <C> <C> <C> <C> <C>
40 one bedroom 680 $ 395 $ 415 $ 410
56 two bedroom 890 445 465 475
24 three bedroom 1,125 500 525 550
120 104,040 $ 52,720 $ 55,240 $ 56,200
</TABLE>
Item 3 - Legal Proceedings.
No material legal proceedings were initiated or terminated during the fiscal
year covered by this report.
Item 4 - Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the holders of Units during the
fourth quarter of the fiscal year ended December 31, 1995.
Item 5 - Market for Registrant's Units and Related Matters.
Transfer of the Units is subject to certain restrictions contained in the
Registrant's limited partnership agreement. There is no established market for
the Units and it is not anticipated that any will occur in the future. The Units
are held of record by 415 holders as of December 31, 1995. Other than the sales
indicated below, the Registrant is unaware of any sales of Units after
termination of the offering:
Units Price
Date Sold Per Unit
------- ----- --------
4-14-89 10 $437.00
12-2-88 80 $455.00
11-22-88 10 $455.00
2-2-88 10 $485.45
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A summary of cash distributions follows:
<TABLE>
<CAPTION>
Total Amount Average Per
Date Period Distributed(1) Unit
<S> <C> <C> <C>
2/01/89 1/1/88 through 12/31/88 $50,000 $5.80
8/04/89 7/1/89 through 7/30/89 30,000 3.48
2/08/90 7/1/89 through 12/31/89 20,000 2.32
7/23/90 1/1/90 through 6/30/90 25,000 2.90
2/06/91 7/1/90 through 12/31/90 25,000 2.90
1/15/95 1/1/94 through 12/31/94 75,000 8.70
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(1) Includes amounts distributed to General Partners under Registrant's
partnership agreement.
Under the HUD Regulatory Agreement with respect to The Chase and Willow Glen
Apartments, distributions are limited to "surplus cash" as defined and as
calculated at the end of a semi-annual fiscal period. At December 31, 1995,
surplus cash was $21,687 and $90,891, respectively, and was held in partnership
accounts for future use.
Item 6 - Selected Financial Data.
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended Ended 12/31/92 Ended
12/31/95 12/31/94 12/31/93 12/31/91
<S> <C> <C> <C> <C> <C>
Revenues $1,371,530 $1,288,239 $1,181,656 $1,050,595 $1,011,717
Net income
(loss) from
continuing
operations 68,268 (145,529) (281,588) (495,628) (1,537,329)
per Unit (0.00) (0.00) (0.00) (35.82) (178.42)
Net income
(loss)
after ex-
traordinary 340,657 (145,529) (281,588) (495,628) (1,537,329)
gain (0.00) (0.00) (0.00) (35.82) (178.42)
per Unit
Total
Assets 5,512,447 5,161,250 5,382,682 5,585,769 5,994,639
Construc-
tion and
Mortgage 5,709,097 5,367,004 5,396,355 5,423,591 5,448,865
Loan
Payable
Cash Dis-
tributions 8.70 0.00 0.00 0.00 2.90
per Unit
</TABLE>
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<PAGE>
The results for the fiscal year ended December 31, 1995 were affected
by the cancellation of indebtedness related to the refinance of a mortgage by
the Registrant. See discussion in Item 7, under the heading of Liquidity and
Capital Resources.
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General.
The Registrant owns and operates two residential apartment complexes: The
Chase on Commonwealth (Chase) located in Charlotte, North Carolina, and Willow
Glen (formerly known as Sunset Apartments) located in Monroe, North Carolina.
The Chase was constructed by the Registrant and completed in July, 1986, with a
total cost at December 31, 1986 of $4,592,707. Willow Glen was an existing
complex purchased by the Registrant in April, 1986 with $4,165,033 of assets
acquired and $2,706,349 of liabilities assumed. The Registrant was initially
capitalized with $43,081 from the General Partners and $4,265,000 from the
public offering of Units.
Liquidity and Capital Resources.
At December 31, 1995, there was a deficit in partners' equity in the
amount of $348,415 and liquid assets amounted to $147,417. The increase in cash
of $31,608 was due to net refinancing proceeds of $3,152,905 less cash used in
operations of $72,169, capital replacements of $70,071, repayment of mortgage
principal of $31,629, repayment of mortgage loan payable to affiliate of
$2,856,278 and a distribution to partners of $75,000. The Registrant had accrued
liabilities of $94,719 which consisted of management fees due to an affiliate of
$5,471, trade accounts payable of $13,770, tenant prepaid rent of $3,774,
interest payable to bank of $20,457 and property taxes payable of $51,247.
Net cash used in operations before property additions, payments on
mortgage principal, and distribution to partners totaled $72,169 in 1995
compared to net cash provided by operations of $149,693 in 1994 and $134,992 in
1993. Mortgage loans payable at December 31, 1995, consisted of a $2,479,097
mortgage loan outstanding secured by Willow Glen and a $3,230,000 mortgage loan
outstanding by The Chase. The mortgage secured by The Chase was obtained in
November 1995 in connection with the prepayment of the Registrant's mortgage
loan payable to an affiliate. The loans bear interest at 7.5% and 7.6%
respectively, and require aggregate monthly payments of principal and interest
of $40,247. During 1995 the Registrant made principal payments of $31,629 on the
mortgage loan secured by Willow Glen.
In 1995, there was substantial activity in the construction and
planning of new apartment projects in the Charlotte market.
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<PAGE>
Since August of 1995, approximately 1,500 apartment units were completed and
available for rent. At present, approximately 3,000 additional units are under
construction. In certain markets, rental concessions have been given to obtain
new tenants. The Registrant does not believe that these new units and rental
concessions will have a material impact on the Registrant's operations in 1996.
The long-range impact will be influenced by factors that affect the number of
persons seeking to rent apartments, such as the rate of growth in the Charlotte
economy and interest rates and the affordability of home ownership.
The 1996 operating plan and budget projects cash flow from operations
of $101,000 at The Chase and $85,000 at Willow Glen. The budget assumes that the
Registrant will achieve occupancy rates equivalent to 96% at The Chase and
Willow Glen. Rents will be increased up to 5% over rates charged in 1995 to
offset normal increases in operating expenses. Capital replacements of $22,000
and $44,000 are budgeted for The Chase and Willow Glen, respectively. Projected
cash flows from the two properties and available cash reserves will be used to
fund the replacements. Based upon these estimates, the Registrant believes that
the cash flow from operations will be sufficient to meet cash requirements and
rebuild cash reserves. Under the HUD Regulatory Agreement with respect to The
Chase and Willow Glen, distributions are limited to "surplus cash" as defined
and calculated at the end of a semi-annual fiscal period. During 1995, The Chase
and Willow Glen generated "surplus cash" of $112,578 and was held in partnership
accounts for future use.
In November 1995, the Registrant negotiated a prepayment of the
mortgage loan secured by The Chase with Bass Mortgage Income Fund I, an
affiliate of the Registrant's general partners. At the date of prepayment, the
Registrant was reporting principal and accrued interest payable to the affiliate
of $3,130,700. Under the terms of repayment, the Registrant paid Bass Mortgage
$2,858,311 as full satisfaction of all amounts due the affiliate. As a result of
this payment, the Registrant recorded an extraordinary gain of $272,389 in 1995.
The Registrant obtained a 7.6% HUD insured mortgage of $3,230,000 for
The Chase in November 1995. The loan requires monthly principal and interest
payments of $22,009 and matures in December 2030. The Registrant incurred total
costs of $77,095 in connection with obtaining the new mortgage loan secured by
The Chase.
Results of Operations.
The results from operations for the year 1995 reflect an increase in
total revenues of $83,291 due to maintaining a combined average occupancy of 96%
and increasing rents an average of 1% to 4%. Rental income was $1,330,469 in
1995 compared to $1,237,404 in
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<PAGE>
1994, a difference of $93,065. Operating expenses increased $12,953 during 1995.
The increase of $9,789 in fees and expenses to affiliates was due to management
fees based on total revenues collected and increased payroll costs associated
with management personnel. Property taxes and insurance increased $3,142.
Utilities increased $3,272 due to resident usage.
After interest expense of $438,540 and other nonoperating expenses of
$47,150, the Registrant realized a net income of $68,268. This net income is
compared to net losses of $145,529 and $281,588 in 1994 and 1993, respectively.
An extraordinary gain realized in the prepayment of mortgage loans to affiliates
increased net income to $340,657. Before recognizing the expense of depreciation
and amortization, the 1995 operating plan and budget had forecasted a combined
net income of $199,000. This is compared to an actual net income (before
depreciation and amortization and the extraordinary gain) of $289,638.
In November 1995, the Registrant negotiated a prepayment of the
mortgage loan payable to its affiliate, Bass Mortgage Income Fund I. Under the
terms of the prepayment, the Registrant paid Bass Mortgage $2,858,311 in full
satisfaction of all amounts due to the affiliate under the restructured loan
agreement. As a result of this prepayment, the Registrant recorded an
extraordinary gain of $272,389 in 1995.
Item 8 - Financial Statements and Supplementary Data.
See Appendix A to this Form 10-K.
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
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Item 10 - Directors and Executive Officers of the Registrant.
The Registrant has no directors or executive officers. Information as to the
directors and executive officers of the Managing General Partner is as follows:
Information about Directors
Name and Executive Officers
Marion F. Bass Director, President, Chief Executive
Officer, and Treasurer of the Managing
General Partner since 1977. He is 56
years old.
Robert J. Brietz Executive Vice President of the Managing
General Partner since October, 1988.
Director and Secretary of the Managing
General Partner since March, 1989. Exec-
utive Vice President of Marion Bass Sec-
urities Corporation since November, 1986.
Senior Vice President with Interstate
Securities Corporation for the period
from 1978 to October, 1986. He is 52
years old.
The directors and executive officers of the Managing General Partner were
elected to their current positions on March 27, 1989. Each officer and director
holds office until his death, resignation, retirement, removal,
disqualification, or his successor is elected and qualified.
All of the executive officers and directors of the Managing General Partner
serve in the same capacities with Marion Bass Securities Corporation, Marion
Bass Construction Company, Marion Bass Properties, Inc., Bass Capital Management
Corporation, and Marion Bass Investment Group, Inc. (collectively, the Marion
Bass Group). Marion F. Bass is the sole shareholder of Marion Bass Investment
Group, Inc. which is sole shareholder of the other corporations in the Marion
Bass Group.
Item 11 - Executive Compensation.
During the fiscal year ended December 31, 1995, the Registrant paid no
compensation to the executive officers or directors of the Managing General
Partner or to either of the General Partners. See Item 13 "Certain Relationships
and Related Transactions" for a discussion of amounts paid or which may be paid
to the General Partners and certain affiliates of the General Partners after
December 31, 1995.
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Item 12 - Security Ownership of Certain Beneficial Owners and
Management.
As of March 15, 1996, no persons known to the Registrant have beneficial
ownership of more than 5% of the Units.
The following individual directors and officers and the directors and
officers as a group of the Managing General Partner owned at March 15, 1996, the
following number of Units of the Registrant:
Number of Units and
Nature of Beneficial Percent of Units
Name Ownership(1) Outstanding
Marion F. Bass 4 (2)
All Directors and 4 (2)
Officers as a Group
(4 persons)
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(1)All Units are owned directly with sole voting power and sole investment
power unless otherwise indicated.
(2) Less than 1%.
Item 13 - Certain Relationships and Related Transactions.
Marion Bass Properties, Inc., a North Carolina corporation wholly owned by
the Individual General Partner, has been engaged by the Registrant as property
manager for both of its properties. Marion Bass Properties, Inc. will be
entitled to property management fees in an amount not to exceed the lesser of
(i) those fees prevailing for comparable services where the properties are
located or (ii) 5% of the monthly gross revenues from the residential
properties. During 1994, 1993, and 1992, the General Partners and their
affiliates received fees and expenses as follows:
1995 1994 1993
Management fee of 5% of
gross revenues $ 67,589 $ 63,038 $ 58,784
Reimbursed maintenance
salaries 62,164 63,688 58,907
Reimbursed property manager
salaries 75,351 71,751 66,280
Other miscellaneous
reimbursements 9,630 6,468 2,105
Total $ 214,734 204,945 $186,076
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PART IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) Financial statements and schedules. The Index to Financial Statements
included in Appendix A to this Form 10-K. All other schedules not listed in
Appendix A are omitted because they are not applicable, not required or because
the requested information is included in the Financial Statements or notes
thereto.
(b) Exhibits.
4(a) Copy of Limited Partnership Agree-
ment dated as of June 1, 1984, filed
as Exhibit 4(a) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the
Securities and Exchange Commission
on July 19, 1984, which is incor-
porated by reference to such Form
S-18.
4(b) Copy of Certificate of Limited Part-
nership dated as of June 1, 1984,
filed as Exhibit 4(b) to Regi-
strant's Registration Statement on
Form S-18 (No. 2-92295A), filed with
the Securities and Exchange Commis-
sion on July 19, 1984, which is
incorporated by reference to such
Form S-18.
4(c) Copy of amendments to Agreement of
Limited Partnership dated as of
March 14, 1986, filed as Exhibit 4
to the Registrant's Form 10-K Annual
Report for the fiscal year ended
December 31, 1985, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference to such Form 10-K.
4(d) Copy of Amendment to Agreement of
Limited Partnership dated as of
November 1, 1995.
10(a) Copy of Property Management Agree-
ment, Exhibit 10(a) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the Sec-
urities and Exchange Commission on
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July 19, 1984, which is incorporated by reference to
such Form S-18.
10(b) Copy of Acquisition Agreement filed
as Exhibit 10(b) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the Secu-
rities and Exchange Commission on
July 19, 1984, which is incorporated
by reference to such Form S-18.
10(c) Copy of Construction Management
Agreement filed as Exhibit 10(c) to
Registrant's Registration Statement
on Form S-18 (No. 2-92295A), filed
with the Securities and Exchange
Commission on July 19, 1984, which
is incorporated by reference to such
Form S-18.
10(d) Copy of Offering Supervisory Agree-
ment, filed as Exhibit 10(d) to
Registrant's Registration Statement
on Form S-18 (No. 2-92295A), filed
with the Securities and Exchange
Commission on July 19, 1984, which
is incorporated by reference to such
Form S-18.
10(e) Copy of Form of Escrow Agreement,
filed as Exhibit 10(e) to Regi-
strant's Registration Statement on
Form S-18 (No. 2-92295A), filed with
the Securities and Exchange Commis-
sion on July 19, 1984, which is
incorporated by reference to such
Form S-18.
10(f) Copy of Construction Agreement for
the Commonwealth Chase Apartments,
dated as of July 18, 1985, filed as
Exhibit 10(a) to Registrant's Form
10-K Annual Report for the fiscal
year ended December 31, 1985, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference to such Form
10-K.
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10(g) Copy of Agreement of Purchase and
Sale for the Sunset Apartments,
dated November 7, 1985, filed as
Exhibit 10(b) to the Registrant's
Form 10-K Annual Report for the
fiscal year ended December 31,
1985, filed with the Securities and
Exchange Commission, which is in-
corporated herein by reference to
such Form 10-K.
10(h) Copy of Property Management Agree-
ment for The Chase on Commonwealth
Apartments filed as Exhibit 10(c) to
Registrant's Form 10-K Annual Report
for the fiscal year ended December
31, 1986, filed with the Securities
and Exchange Commission, which is
incorporated herein by reference to
such Form 10-K.
10(i) Copy of Property Management Agree-
ment for the Sunset Apartments filed
as Exhibit 10(d) to Registrant's
Form 10-K Annual Report for the
fiscal year ended December 31, 1986,
filed with the Securities and Ex-
change Commission, which is incor-
porated herein by reference to such
Form 10-K.
10(j) Copy of Regulatory Agreement for
Multi-Family Housing Projects bet-
ween U.S. Department of Housing and
Urban Development and Registrant,
dated April 11, 1986, filed as Ex-
hibit 10(j) to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended December 31, 1987,
filed with the Securities and Ex-
change Commission, which is incor-
porated herein by reference.
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10(k) Copy of Mortgage Loan Documents for
loan by Bass Mortgage Income Fund I,
Limited Partnership dated as of
March 16, 1987, filed as Exhibit
10(k) to the Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1987, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
10(l) Copy of Amended and Restated Agree-
ment to Loan Modification, dated as
of January 1, 1992, filed as Exhibit
10(l) to the Registrant's Annual
Report on Form 10-K, for the fiscal
year ended December 31, 1992, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
10(m) Copy of Amended and Restated Agree-
ment to Loan Modification, filed as
Exhibit 10(m) to the Registrant's
Annual Report on Form 10-K, for the
fiscal year ended December 31, 1993,
filed with the Securities and Ex-
change Commission, which is incorpo-
rated herein by reference.
10(n) Copy of the Correction to Third
Amended and Restated Agreement to
Loan Modification, filed as Exhibit
10(n) to the Registrant's Annual
Report on Form 10-K, for the fiscal
year ended December 31, 1993, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
10(o) Copy of Modification of Deed of
Trust Note, Deed of Trust, and As-
signment of Lessor's Interest in
Lease, filed as Exhibit 10(o) to the
Registrant's Annual Report on Form
10-K, for the fiscal year ended
December 31, 1993, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference.
-15-
<PAGE>
10(p) Copy of Interest Deferral Note,
filed as Exhibit 10(p) to the
Registrant's Annual Report on Form
10-K, for the fiscal year ended
December 31, 1993, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference.
10(q) Copy of Deed of Trust Note in the
original principal amount of
$3,230,000 in favor of Reilly Mort-
gage Group, Inc., dated November 22,
1995.
10(r) Copy of Deed of Trust in favor of
Reilly Mortgage Group, Inc., dated
November 22, 1995.
10(s) Copy of Regulatory Agreement for
Multi-Family Housing Projects be-
tween U.S. Department of Housing and
Urban Development and Registrant,
dated November 22, 1995.
(c) Reports on Form 8-K. No reports on Form 8-K were filed during the last
quarter of the fiscal year covered by this report.
-16-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned thereunto duly authorized on March 29,
1996.
BASS REAL ESTATE FUND - 84
By: MARION BASS REAL ESTATE GROUP,
INC., as Managing General Partner
By: s/ Marion F. Bass
Marion F. Bass, President
By: MARION F. BASS, as Individual
General Partner
By: s/ Marion F. Bass
Marion F. Bass
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
Signature Title Date
s/ Marion F. Bass Director, President and March 29, 1996
Marion F. Bass Treasurer of Marion Bass
Real Estate Group, Inc.
(Principal Executive
Officer)
s/ Robert J. Brietz Director, Executive Vice March 29, 1996
Robert J. Brietz President and Secretary
of Marion Bass Real
Estate Group, Inc.
(Principal Financial and
Accounting Officer)
<PAGE>
APPENDIX A
BASS REAL ESTATE FUND-84
FINANCIAL STATEMENTS AND SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1995 and 1993
C O N T E N T S
Page
FINANCIAL STATEMENTS:
Report of Independent Public Accountants 1
Balance Sheets - December 31, 1995 and 1994 2
Statements of Operations - For the Years ended
December 31, 1995, 1994 and 1993 3
Statements of Changes in Partners' Equity (Deficit)
For the Years ended December 31, 1995, 1994
and 1993 4
Statements of Cash Flows For the Years ended
December 31, 1995, 1994 and 1993 5
Notes to Financial Statements 6-10
FINANCIAL STATEMENT SCHEDULES:
Schedule III-Real Estate and Accumulated Depreciation -
December 31, 1995 11
<PAGE>
Report of Independent Public Accountants
To the Partners of
Bass Real Estate Fund-84:
We have audited the accompanying balance sheets of Bass Real Estate Fund-84 (a
North Carolina limited partnership) as of December 31, 1995 and 1994, and the
related statements of operations, changes in partners' deficit and cash flows
for each of the three years in the period ended December 31, 1995. These
financial statements and the schedule referred to below are the responsibility
of the managing general partner (see Note 1). Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
managing general partner, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bass Real Estate Fund-84 as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in Appendix A is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not a required part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our opinion, fairly states in
all material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
Charlotte, North Carolina, Arthur Andersen LLP
February 16, 1996.
<PAGE>
Bass Real Estate Fund-84
(a limited partnership)
Balance Sheets -- December 31, 1995 and 1994
<TABLE>
<CAPTION>
Assets 1995 1994
<S> <C> <C>
Rental properties, at cost:
Land $ 550,298 $ 550,298
Buildings 6,389,824 6,377,464
Furnishings and fixtures 788,552 788,552
------------- -------------
7,728,674 7,716,314
Accumulated depreciation (2,957,333) (2,794,236)
------------- -------------
4,771,341 4,922,078
Cash and cash investments 147,417 115,809
Restricted escrow deposits and funded reserves 439,291 104,697
Deferred costs and other assets, net 154,398 18,666
Total assets ------------ -------------
$5,512,447 $5,161,250
============ =============
Liabilities and Partners' Deficit
Mortgage loans payable:
Payable to bank $5,709,097 $2,510,726
Payable to affiliate 0 2,856,278
Notes payable to affiliates 0 114,929
Accrued liabilities:
Interest payable to affiliate 0 215,549
Other 94,719 34,724
Security deposits 57,046 43,116
Total liabilities ------------- -------------
5,860,862 5,775,322
------------- -------------
Partners' deficit:
Limited partners' interest 0 0
General partners' deficit (348,415) (614,072)
Total partners' deficit ------------- -------------
(348,415) (614,072)
Total liabilities and partners' deficit ------------- -------------
$5,512,447 $5,161,250
============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
<PAGE>
Bass Real Estate Fund-84
(a limited partnership)
Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
------- ------ -------
<S> <C> <C> <C>
Revenues:
Rental income $1,330,469 $1,237,404 $1,135,210
Interest income 3,496 2,777 3,449
Other operating income 37,565 48,058 42,997
------------- -------------- -------------
1,371,530 1,288,239 1,181,656
------------- -------------- -------------
Operating expenses:
Fees and expenses to affiliates 214,734 204,945 186,076
Property taxes and insurance 99,241 96,099 86,132
Utilities 76,243 72,971 74,561
Repairs and maintenance 151,154 151,522 150,933
Depreciation and amortization 221,370 341,903 363,736
Advertising 36,517 37,922 37,151
Other 18,313 19,790 21,931
------------- -------------- -------------
817,572 925,152 920,520
Interest expense:
Payable to bank 208,859 189,510 191,625
Payable to affiliate 229,681 283,200 335,613
Nonoperating expenses, net 47,150 35,906 15,486
Total expenses ------------- -------------- -------------
1,303,262 1,433,768 1,463,244
------------- -------------- -------------
Income (loss) before extraordinary item 68,268 (145,529) (281,588)
Extraordinary gain on prepayment of mortgage 272,389 0 0
------------- -------------- -------------
Net income (loss) $ 340,657 $ (145,529) $ (281,588)
============= ============== =============
Net income (loss) allocated to general partners $ 266,407 $ (145,529) $ (281,588)
============= ============== =============
Net income allocated to limited partners $ 74,250 $ 0 $ 0
============= ============== =============
Net income per limited partnership unit $ 8.70 $ 0 $ 0
============= ============== =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
Bass Real Estate Fund-84
(a limited partnership)
Statements of Changes in Partners' Deficit
For the Years Ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
Limited General
Partners Partners Total
<S> <C> <C> <C>
Partners' deficit, December 31, 1992 $0 $(186,955) $(186,955)
Net loss 0 (281,588) (281,588)
Partners' deficit, December 31, 1993 ------- ------------- -------------
0 (468,543) (468,543)
Net loss 0 (145,529) (145,529)
Partners' deficit, December 31, 1994 ------- ------------- -------------
0 (614,072) (614,072)
Net income 74,250 266,407 340,657
Cash distribution (74,250) (750) (75,000)
Partners' deficit, December 31, 1995 ------- ------------- -------------
$0 $(348,415) $(348,415)
======= ============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
Bass Real Estate Fund-84
(a limited partnership)
Statements of Cash Flows
For the Years Ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 340,657 $(145,529) $(281,588)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities-
Depreciation and amortization 221,370 341,903 363,736
Gain on prepayment of mortgage loan
payable to affiliate (272,389) 0 0
Gain on disposition of land 0 0 (37,952)
Change in assets and liabilities:
Increase in escrows and other assets, net (326,396) (129) (14,941)
Increase (decrease) in interest payable and other
liabilities (35,411) (46,552) 105,737
Net cash provided by (used in) operating activities ------------- ------------- ------------
(72,169) 149,693 134,992
------------- -------------- -------------
Cash flows from investing activities:
Additions to rental properties (70,071) (85,988) (66,283)
Proceeds from disposition of land 0 0 24,075
Net cash used in investing activities ------------- ------------- ------------
(70,071) (85,988) (42,208)
------------- ------------- ------------
Cash flows from financing activities:
Mortgage principal payments (31,629) (29,351) (27,236)
Mortgage loan proceeds 3,230,000 0 0
Prepayment of mortgage loan payable to affiliate (2,856,278) 0 0
Deferred financing costs and deposits (93,245) 0 0
Distribution to partners (75,000) 0 0
----------------------- ------------- ------------
Net cash provided by (used in) financing activities 173,848 (29,351) (27,236)
------------- -------------- -------------
Net increase in cash and cash investments 31,608 34,354 65,548
Cash and cash investments, beginning of year 115,809 81,455 15,907
Cash and cash investments, end of year ------------- -------------- -------------
$ 147,417 $ 115,809 $ 81,455
============= ============== =============
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
Bass Real Estate Fund-84
(a limited partnership)
Notes to Financial Statements
December 31, 1995, 1994 and 1993
1. Organization and Related Parties:
Bass Real Estate Fund-84 (the Partnership) was organized to engage in
the acquisition, development, operation, holding and disposition of
income-producing residential and commercial properties. Limited
partnership interests were sold at $500 per investment unit (8,530
units) for a total of $4,265,000.
The General Partners are Marion F. Bass and Marion Bass Real Estate
Group, Inc. (the managing General Partner). Through Marion Bass
Investment Group, Inc., Marion F. Bass is the sole shareholder of each
of the following affiliates of the Partnership:
- Marion Bass Mortgage and Investment Corp. (managing General
Partner of Bass Mortgage Income Fund I (see Note 5)
- Marion Bass Securities Corporation (securities broker and
selling agent for the securities of partnerships sponsored by
Marion F. Bass)
- Marion Bass Real Estate Group, Inc. (general partner of various
real estate limited partnerships, including the Partnership)
- Marion Bass Construction Company (construction services)
- Marion Bass Properties, Inc. (real estate brokerage and
property management for various real estate limited partnerships,
including each of the Partnership's rental properties)
Under the terms of the partnership agreement, net income (loss)
and cash distributions from operations are to be allocated 99% to the
limited partners and 1% to the General Partners. No allocation of net
losses is to be made to the limited partners, however, if such
allocation would result in a limited partner deficit. In 1993 and 1994,
no allocation of financial statement losses was made to the limited
partners. In 1995, net income of the Partnership has been allocated to
the limited partners to the extent of cash distributed to limited partners.
In the event of a sale or liquidation of partnership properties, the
partnership agreement provides for special allocations of resultant gains
or losses.
2. Summary of Significant Accounting Policies:
Cash Investments
For purposes of the statements of cash flows, the Partnership
considers all unrestricted, highly liquid investments purchased with
an original maturity of three months or less to be cash investments.
<PAGE>
2
Rental Properties
Rental properties are carried at cost, which includes the initial land
price as well as development costs, capitalized interest and property
taxes for the complex that was constructed. If a property experiences
adverse conditions such that its estimated fair value decreases below
its net book value, the related property is written down to its
estimated net realizable value.
Depreciation
The cost of rental properties is depreciated using the straight-line
method over the following estimated useful lives:
Buildings 24.5 - 30 years
Furnishings and fixtures 8 years
Deferred Costs
Expenses incurred in connection with obtaining permanent financing
have been capitalized and are being amortized over the terms of the
mortgages (35 to 40 years). Amortization of these deferred costs is
included in depreciation and amortization expense on the accompanying
statements of operations.
Income Taxes
Under current income tax laws, income or loss of partnerships is
included in the income tax returns of the partners. Accordingly, no
provision has been made for federal or state income taxes in the
accompanying financial statements.
The tax returns of the Partnership are subject to examination by federal
and state taxing authorities. If such examinations occur and result in
changes with respect to the partnership qualification or in changes to
partnership income or loss, the tax liability of the partners would be
changed accordingly.
Adjustments are required to reflect the Partnership's accounts on the
basis of accounting utilized for federal income tax reporting purposes.
The significant items giving rise to the adjustments are differing lives
and methods of depreciation and costs incurred in connection with
raising of capital (syndication costs).
<PAGE>
3
The reconciliations of net loss for the years ended December 31, 1995,
1994 and 1993, respectively, from a financial reporting basis to a
tax basis are as follows:
1995 1994 1993
Net income (loss) - Financial reporting basis $340,657 $(145,529) $(281,588)
Tax depreciation (greater than) less than book
depreciation (129,127) 773 17,212
Other (2,307) (9,155) 7,405
--------- ---------- ----------
Net income (loss) - Tax basis $209,223 $(153,911) $(256,971)
========= ========== ==========
Per Unit Amounts
Net loss per limited partnership unit was determined based on the
average number of units outstanding during each year. The weighted
average number of units outstanding for 1995, 1994 and 1993 was 8,530.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions. These estimates and assumptions affect
the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during
the period reported. Actual results could differ from those
estimates.
New Accounting Pronouncement
In March 1995, the Financial Accounting Standards Board issued Statement
No. 121 (the Statement) on accounting for the impairment of long-lived
assets, certain identifiable intangibles, and goodwill related to
assets to be held and used. The Statement also establishes accounting
standards for long-lived assets and certain identifiable intangibles
to be disposed of. The Company is required to adopt the Statement in
1996. Based on a preliminary review, the Company does not expect the
adoption of the Statement to have a material effect on its financial
position.
3. Rental Properties:
The rental properties consist of two residential apartment complexes:
The Chase on Commonwealth (The Chase) and Willow Glen Apartments (Willow
Glen - formerly Sunset Apartments). Both complexes are managed by
Marion Bass Properties, Inc.
The Chase, constructed by Marion Bass Construction Company for the
Partnership, contains 54 one-bedroom and 78 two-bedroom units. The
land upon which the complex is constructed was purchased for the
Partnership by Marion F. Bass and was sold to the Partnership at his
acquisition cost. Willow Glen, a 120-unit residential apartment
complex, was purchased by the Partnership in April 1986.
<PAGE>
4
4. Mortgage Loans Payable:
Mortgage loans payable at December 31, 1995, consist of a $2,479,097
mortgage loan outstanding secured by Willow Glen (maturing in June 2021)
and a $3,230,000 mortgage loan outstanding secured by The Chase
(maturing in December 2030). The mortgage secured by The Chase was
obtained in November 1995 in connection with the prepayment of the
Partnership's mortgage loan payable to an affiliate (see Note 5). The
loans bear interest at 7.5% and 7.6%, respectively, and require
total monthly payments of principal and interest of $40,247. In
addition, the mortgage agreements require the Partnership to fund
certain reserves for capital improvement, insurance and property tax
expenditures.
Each of the Partnership's mortgage loans is insured under the National
Housing Act, as amended. As such, the Partnership's operations are
regulated by the Federal Housing Administration (FHA) of the U.S.
Department of Housing and Urban Development. Under the FHA Regulatory
Agreements entered into under each of the mortgages, the Partnership
is required to comply with certain reporting and operating
requirements, the most significant of which restricts Partnership
distributions to the amount of "surplus cash," as defined. As of
December 31, 1995, "surplus cash" available for distributions amounted
to $112,578.
Future principal payments due on the mortgage loans outstanding at
December 31, 1995, are as follows:
1996 $ 50,433
1997 57,314
1998 61,788
1999 66,607
2000 71,803
Thereafter 5,401,152
============
Cash paid for interest on the Partnership's two mortgage loans
amounted to $469,726, $460,856 and $439,169, in 1995, 1994 and 1993,
respectively.
The Partnership capitalized certain costs in 1995 totaling $77,095
incurred in connection with obtaining the new mortgage loan secured by
The Chase.
5. Payable to Affiliates:
The Partnership's previous mortgage loan secured by The Chase was
payable to Bass Mortgage Income Fund I, Limited Partnership (the Fund),
an affiliate of the Partnership's general partners. In November 1995,
the Partnership negotiated a prepayment of this mortgage loan. At the
date of prepayment, the Partnership was reporting total principal and
accrued interest payable to the Fund of $3,130,700. Under the
terms of the prepayment, the Partnership paid the Fund $2,858,311 as
full satisfaction of all amounts due the Fund. As a result of
this prepayment, the Partnership has recorded an extraordinary gain on
the extinguishment of this debt of $272,389 in 1995.
<PAGE>
5
In January 1994, certain terms of the mortgage loan payable to the Fund
had been modified in a troubled-debt restructuring approved by the
Partnership and the Fund. Under the terms of the restructuring, the
interest rate was reduced from 11.75% to 7%, with additional interest of
up to 2.5% due on a quarterly basis to the extent of net cash flow from
operations, as defined. In addition, the Partnership executed a
nonrecourse promissory note in the amount of $113,061, representing
certain interest deferred under the restructuring agreement. The note
accrued interest at 9.5%, with all principal and interest due upon
maturity of the mortgage loan. In addition, certain management fees
payable to Marion Bass Properties, Inc. totaling $1,868 were also
converted to a promissory note subordinated to the mortgage loan.
The January 1994 restructuring was accounted for under the
provisions of Statement of Financial Accounting Standards No. 15,
"Accounting by Debtors and Creditors for Troubled Debt Restructurings",
which required that the Partnership account for the effects of the
restructuring prospectively. Thus, interest expense was computed by
applying a constant effective interest rate to the carrying amount
of the loan and accrued interest outstanding at the date of restructuring.
This effective rate was the discount rate that equated the present
value of all future, noncontingent cash payments with the carrying
amount of the restructured liabilities outstanding.
6. General Partners and Related-party Transactions:
Under the terms of the partnership agreement, the General Partners
or their affiliates charged certain fees and expenses during 1995,
1994 and 1993 as follows:
1995 1994 1993
Management fee of 5% of gross revenues $ 67,589 $ 63,038 $ 58,784
Reimbursed maintenance salaries 62,164 63,688 58,907
Reimbursed property manager salaries 75,351 71,751 66,280
Other miscellaneous reimbursements 9,630 6,468 2,105
--------- -------- ---------
$214,734 $204,945 $186,076
========= ======== =========
As of December 31, 1995 and 1994, fees payable to affiliates totaled
$5,471 and $11,484, respectively, and are included in other accrued
liabilities on the accompanying balance sheets. As discussed in Note 5,
the terms of certain fees payable to Marion Bass Properties were
modified in the troubled-debt restructuring approved in January 1994.
The General Partners and certain of their affiliates also perform,
without cost to the Partnership, day-to-day investment, management
and administrative functions of the Partnership.
<PAGE>
Appendix A
Bass Real Estate Fund-84
(a limited partnership)
Schedule III - Real Estate and Accumulated Depreciation
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
Cost Capitalized
Initial Cost to Company Subsequent to
Buildings Acquisition
and Carrying
Description Encumbrances Land Improvements Improvements Costs
<S> <C> <C> <C> <C> <C>
The Chase on Commonwealth, residential
apartment complex, Charlotte,
North Carolina
$3,230,000 $353,877 $4,220,355 $35,516 $35,980
Willow Glen (formerly Sunset) Apartments,
residential apartment complex, Monroe,
North Carolina
2,479,097 196,421 3,882,722 53,803 0
Total -------------- -------- ---------- ------- -------
$5,709,097 $550,298 $8,103,077 $89,319 $35,980
============== ======== ========== ======= =======
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at Which Carried at Estimated
End of Period (Notes 1, 3 and 4) Useful Lives
Buildings Accumulated Buildings
and Depreciation Date Date and
Description Land Improvements Total (Note 2) Acquired Completed Improvements
<S> <C> <C> <C> <C> <C> <C> <C>
The Chase on Commonwealth, residential
apartment complex, Charlotte,
North Carolina
$353,877 $3,241,851 $3,595,728 $(1,573,462) 4/85 7/86 Note 2
Willow Glen (formerly Sunset) Apartments,
residential apartment complex, Monroe,
North Carolina 196,421 3,936,525 4,132,946 (1,383,871) 4/86 - Note 2
Total -------- ---------- ---------- -----------
$550,298 $7,178,376 $7,728,674 $(2,957,333)
======== ========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
Note 1: 1995 1994 1993
<S> <C> <C> <C>
Real estate activity is summarized as follows-
Balance at beginning of period $ 7,716,314 $ 7,696,327 $ 7,741,314
Improvements 70,071 85,988 66,283
Disposals (57,711) (66,001) (125,147)
Land adjustment 0 0 13,877
----------- ----------- -----------
Balance at end of period $ 7,728,674 $ 7,716,314 $ 7,696,327
=========== =========== ===========
Accumulated depreciation-
Balance at beginning of period $(2,794,236) $(2,518,529) $(2,280,135)
Depreciation expense (220,808) (341,708) (363,541)
Disposals 57,711 66,001 125,147
----------- ----------- -----------
Balance at end of period $(2,957,333) $(2,794,236) $(2,518,529)
=========== =========== ===========
</TABLE>
Note 2:
Depreciation was computed using the following estimated useful lives-
- Buildings 24.5 - 30 years
- Furnishings and fixtures 8 years
Note 3:
Building and improvements include costs of furnishings and fixtures.
Note 4:
Aggregate cost for federal income tax purposes, net of accumulated tax
depreciation, is $4,108,718 at December 31, 1995.
<PAGE>
APPENDIX B
EXHIBIT INDEX
The following exhibits are listed in accordance with the number
assigned to each in the exhibit table of Item 601 Regulation S-K. Exhibit
numbers omitted are not applicable.
Sequential
Exhibit No. Exhibit Page No.
4(a) Copy of Limited Partnership Agree-
ment dated as of June 1, 1984, filed
as Exhibit 4(a) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the
Securities and Exchange Commission
on July 19, 1984, which is incor-
porated by reference to such Form
S-18.
4(b) Copy of Certificate of Limited Part-
nership dated as of June 1, 1984,
filed as Exhibit 4(b) to Regi-
strant's Registration Statement on
Form S-18 (No. 2-92295A), filed with
the Securities and Exchange Commis-
sion on July 19, 1984, which is
incorporated by reference to such
Form S-18.
4(c) Copy of amendments to Agreement of
Limited Partnership dated as of
March 14, 1986, filed as Exhibit 4
to the Registrant's Form 10-K Annual
Report for the fiscal year ended
December 31, 1985, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference to such Form 10-K.
4(d) Copy of Amendment to Agreement of 35
Limited Partnership dated as of
November 1, 1995.
10(a) Copy of Property Management Agree-
ment, Exhibit 10(a) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the Sec-
urities and Exchange Commission on
July 19, 1984, which is incorporated
by reference to such Form S-18.
<PAGE>
10(b) Copy of Acquisition Agreement filed
as Exhibit 10(b) to Registrant's
Registration Statement on Form S-18
(No. 2-92295A), filed with the Secu-
rities and Exchange Commission on
July 19, 1984, which is incorporated
by reference to such Form S-18.
10(c) Copy of Construction Management
Agreement filed as Exhibit 10(c) to
Registrant's Registration Statement
on Form S-18 (No. 2-92295A), filed
with the Securities and Exchange
Commission on July 19, 1984, which
is incorporated by reference to such
Form S-18.
10(d) Copy of Offering Supervisory Agree-
ment, filed as Exhibit 10(d) to
Registrant's Registration Statement
on Form S-18 (No. 2-92295A), filed
with the Securities and Exchange
Commission on July 19, 1984, which
is incorporated by reference to such
Form S-18.
10(e) Copy of Form of Escrow Agreement,
filed as Exhibit 10(e) to Regi-
strant's Registration Statement on
Form S-18 (No. 2-92295A), filed with
the Securities and Exchange Commis-
sion on July 19, 1984, which is
incorporated by reference to such
Form S-18.
10(f) Copy of Construction Agreement for
the Commonwealth Chase Apartments,
dated as of July 18, 1985, filed as
Exhibit 10(a) to Registrant's Form
10-K Annual Report for the fiscal
year ended December 31, 1985, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference to such Form
10-K.
10(g) Copy of Agreement of Purchase and
Sale for the Sunset Apartments,
dated November 7, 1985, filed as
Exhibit 10(b) to the Registrant's
Form 10-K Annual Report for the
fiscal year ended December 31,
1985, filed with the Securities and
<PAGE>
Exchange Commission, which is incorporated herein by
reference to such Form 10-K.
10(h) Copy of Property Management Agree-
ment for The Chase on Commonwealth
Apartments filed as Exhibit 10(c) to
Registrant's Form 10-K Annual Report
for the fiscal year ended December
31, 1986, filed with the Securities
and Exchange Commission, which is
incorporated herein by reference to
such Form 10-K.
10(i) Copy of Property Management Agree-
ment for the Sunset Apartments filed
as Exhibit 10(d) to Registrant's
Form 10-K Annual Report for the
fiscal year ended December 31, 1986,
filed with the Securities and Ex-
change Commission, which is incor-
porated herein by reference to such
Form 10-K.
10(j) Copy of Regulatory Agreement for
Multi-Family Housing Projects bet-
ween U.S. Department of Housing and
Urban Development and Registrant,
dated April 11, 1986, filed as Ex-
hibit 10(j) to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended December 31, 1987,
filed with the Securities and Ex-
change Commission, which is incor-
porated herein by reference.
10(k) Copy of Mortgage Loan Documents for
loan by Bass Mortgage Income Fund I,
Limited Partnership dated as of
March 16, 1987, filed as Exhibit
10(k) to the Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1987, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
10(l) Copy of Amended and Restated Agree-
ment to Loan Modification, dated as
of January 1, 1992, filed as Exhibit
10(l) to the Registrant's Annual
Report on Form 10-K, for the fiscal
year ended December 31, 1992, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
<PAGE>
10(m) Copy of Amended and Restated Agree-
ment to Loan Modification, filed as
Exhibit 10(m) to the Registrant's
Annual Report on Form 10-K, for the
fiscal year ended December 31, 1993,
filed with the Securities and Ex-
change Commission, which is incorpo-
rated herein by reference.
10(n) Copy of the Correction to Third
Amended and Restated Agreement to
Loan Modification, filed as Exhibit
10(n) to the Registrant's Annual
Report on Form 10-K, for the fiscal
year ended December 31, 1993, filed
with the Securities and Exchange
Commission, which is incorporated
herein by reference.
10(o) Copy of Modification of Deed of
Trust Note, Deed of Trust, and As-
signment of Lessor's Interest in
Lease, filed as Exhibit 10(o) to the
Registrant's Annual Report on Form
10-K, for the fiscal year ended
December 31, 1993, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference.
10(p) Copy of Interest Deferral Note,
filed as Exhibit 10(p) to the
Registrant's Annual Report on Form
10-K, for the fiscal year ended
December 31, 1993, filed with the
Securities and Exchange Commission,
which is incorporated herein by
reference.
10(q) Copy of Deed of Trust Note in the 38
original principal amount of
$3,230,000 in favor of Reilly Mort-
gage Group, Inc., dated November 22,
1995.
10(r) Copy of Deed of Trust in favor of 44
Reilly Mortgage Group, Inc., dated
November 22, 1995.
10(s) Copy of Regulatory Agreement for 56
Multi-Family Housing Projects be-
tween U.S. Department of Housing and
Urban Development and Registrant,
dated November 22, 1995.
<PAGE>
Exhibit 4(d)
AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
BASS REAL ESTATE FUND--84,
A NORTH CAROLINA LIMITED PARTNERSHIP
THIS AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF BASS REAL
ESTATE FUND--84, A NORTH CAROLINA LIMITED PARTNERSHIP, as heretofore amended, is
made effective this 1st day of November, 1995 by MARION BASS REAL ESTATE GROUP,
INC., a North Carolina corporation, as the sole General Partner of Bass Real
Estate Fund-- 84, A North Carolina Limited Partnership (the "Partnership") and
as attorney-in-fact for all Limited Partners holding more than fifty percent
(50%) of the outstanding Units.
Statement of Purpose
The Partnership has secured a commitment for a mortgage loan to be
insured by the Secretary of Housing and Urban Development (the "Loan"). In
connection with such Loan the General Partner and more than 50% of the Limited
Partners have determined that it is advisable and in the best interests of the
Partnership to amend the Agreement of Limited Partnership of the Partnership
(the "Agreement") in the manner set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment of Termination Date. Section 10.4(a)(vi) of
the Agreement is hereby amended to read as follows:
"(vi) in any event at 12:00 midnight on December 31,
2035."
2. Incorporation of Additional Provisions Respecting the
HUD Loan. Article VIII of the Agreement is hereby amended by
adding thereto a new Section 8.13 that shall read as follows:
"8.13 HUD Loan. The Partnership is authorized to execute a note and
mortgage in order to secure a loan to be insured by the Secretary of
Housing and Urban Development and to execute a Regulatory Agreement and
other documents required by the Secretary in connection with such loan,
in connection with a multifamily apartment complex known as The Chase
on Commonwealth located in Charlotte, North Carolina, FHA Project No.
053-11099. Any incoming Partner shall as a condition of receiving an
interest in the Partnership agree to be bound by the note, mortgage,
and Regulatory Agreement and other documents required in connection
with the FHA insured loan to the same extent and on the same terms as
the other Partners. Upon any dissolution, no title or right to
possession and control of the Partnership
<PAGE>
property financed under the HUD insured mortgage loan, and no right to
collect the rents therefrom shall pass to any person who is not bound
by the Regulatory Agreement in a manner satisfactory to the Secretary.
The terms, covenants, and conditions of this Agreement are accepted by
all Partners with full knowledge that the same are expressly subject to
the requirements and conditions now and hereafter imposed by the
Department of Housing and Urban Development (which shall include the
Federal Housing Administration) in connection with or applicable to the
Partnership and/or its Project and the regulations thereunder now in
effect. Should any provision, term, or condition of this Agreement be
inconsistent or in conflict with any provision of the Regulatory
Agreement, any applicable HUD provisions or any HUD Act, then, if
required to prevent the Partnership or this Agreement from being in
violation of any such provision or Act, such provision, term, or
condition of this Agreement shall be deemed to be modified by such
provisions or Act, so as to conform thereto, and such conflict and
inconsistency, shall not be deemed to impair, affect, or nullify the
remainder of this Agreement, which shall remain in full force and
effect.
So long as the Secretary of Housing and Urban Development or the
Secretary's successors or assigns is the insurer or holder of the note
on the Project, the Partnership may not voluntarily be dissolved
without the prior written approval of the Secretary.
As long as the Secretary of Housing and Urban Development, or his
successors or assigns, is the insurer or holder of the mortgage on The
Oaks, no amendment to this Agreement of Limited Partnership which
results in any of the following shall be of force or effect without the
prior written consent of HUD: (1) any amendment which modifies the
duration of the Partnership; (2) any amendment which results in the
requirement that a HUD prior participation certification be obtained
for any additional party; and (3) any amendment which in any way
impacts or affects the HUD mortgage or Regulatory Agreement."
3. Conforming Requirements. To the extent of any
inconsistencies between the terms and provisions of this Amendment
and the terms and provisions of the Agreement as hereto fore
amended, the terms and provisions of this Amendment shall control.
<PAGE>
IN WITNESS WHEREOF, Marion Bass Real Estate Group, Inc. as General
Partner and as attorney-in-fact for Limited Partners holding more than 50% of
the outstanding Units, has executed this Amendment as of the 22nd day of
November, 1995.
BASS REAL ESTATE FUND--84, A
NORTH CAROLINA LIMITED PARTNERSHIP
By: MARION BASS REAL ESTATE GROUP, INC.,
Managing General Partner
[CORPORATE SEAL]
By:___________________________
------President
ATTEST:
- --------------------
- ------Secretary
MARION BASS REAL ESTATE GROUP, INC., as attorney-in-fact for the Limited
Partners holding more than 50% of the outstanding Units, has executed this
Amendment as of the day and year above written.
MARION BASS REAL ESTATE
GROUP, INC., As
Attorney-in-Fact for the
Investor Limited Partners
whose names appear on
Schedule A attached hereto
all of whom voted in favor
of this Amendment
[CORPORATE SEAL]
ATTEST: By:_____________________________
-------President
- -----------------------------
- -------Secretary
<PAGE>
Exhibit 10(q)
DEED OF TRUST NOTE
$3,230,000.00 Greensboro, North Carolina
November 22, 1995
FOR VALUE RECEIVED, the undersigned, BASS REAL ESTATE FUND-84,
A NORTH CAROLINA LIMITED PARTNERSHIP, a limited partnership
promises to pay to REILLY MORTGAGE GROUP, INC., a District of
Columbia corporation, or order, at its principal office at 2000
Corporate Ridge, Suite 925, McLean, Virginia 22102, or at such
other place as may be designated in writing by the holder of this
Note, the principal sum of THREE MILLION TWO HUNDRED THIRTY
THOUSAND AND NO/100ths DOLLARS ($3,320,000.00), with interest
thereon from the date hereof at the rate of Seven and Six Tenths
percentum (7.6%) per annum on the unpaid balance until paid. The
principal and interest shall be payable in monthly installments as
follows:
Interest alone shall be due and payable on the
first day of December, 1995. Thereafter,
commencing on January 1, 1996, monthly
installments of principal and interest at the
rate of Seven and Six Tenths percentum (7.6%)
per annum shall be due and payable in the sum
of Twenty-Two Thousand Nine and 13/100ths
Dollars ($22,009.13) each, such payments to
continue monthly thereafter on the first day
of each succeeding month until the entire
indebtedness has been paid in full. In any
event, the balance of principal (if any)
remaining unpaid, plus accrued interest, shall
be due and payable December 1, 2030. The
installments of principal and interest shall
be applied first to interest at the rate
aforesaid upon the principal sum or so much
thereof as shall from time to time remain
unpaid, and the balance thereof shall be
applied on account of principal.
Both principal and interest under this Note shall be payable
at the office of REILLY MORTGAGE GROUP, INC., at its principal
office at 2000 Corporate Ridge, Suite 925, McLean Virginia 22102,
or such other place as the holder may designate in writing.
This Note is secured by a Deed of Trust upon real estate in
Charlotte, Mecklenburg County, North Carolina, and is to be
construed according to the laws of the State of North Carolina.
If default be made in the payment of any installment under
this Note, and if such default is not made good prior to the due
date of the next such installment, the entire principal sum and
accrued interest shall at once become due and payable without
notice, at the option of the holder of this Note. Failure to
<PAGE>
exercise this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default. In the
event of default in the payment of this Note, and if the same is
collected by an attorney at law, the undersigned hereby agrees(s)
to pay all costs of collection, including a reasonable attorney's
fee.
In the event any installment or part of any installment due
hereunder becomes delinquent for more than fifteen (15) days, there
shall be due, at the option of the holder, in addition to other
sums due hereunder, a sum equal to two percent (2%) of the amount
of such installment (including principal, interest and mortgage
loan escrows) so delinquent. Whenever under the law of the
jurisdiction where the property is located, the amount of any such
late charge is considered to be additional interest, this provision
shall not be effective if the rate of interest specified in this
Note, together with the amount of the late charge, would aggregate
an amount in excess of the maximum rate of interest permitted and
would constitute usury.
Prepayment of this Note is subject to the terms and provisions
set forth in the Rider attached hereto and incorporated herein by
this reference.
All parties to this Note, whether principal, surety,
guarantor, or endorser hereby waive presentment for payment,
demand, protest, notice of protest, and notice of dishonor.
Notwithstanding any other provision contained in this Note, it
is agreed that the execution of this Note shall impose no personal
liability on the maker hereof for payment of the indebtedness
evidenced hereby and in the event of a default, the holder of this
Note shall look solely to the property described in the Deed of
Trust and to the rents, issues and profits thereof in satisfaction
of the indebtedness evidenced hereby and will not seek or obtain
any deficiency or personal judgment against the maker hereof except
such judgment or decree as may be necessary to foreclose and bar
its interest in the property and all other property mortgaged,
pledged, conveyed or assigned to secure payment of this Note except
as set out in the Deed of Trust of even date given to secure this
indebtedness.
Signed and sealed the day and year first above written.
BASS REAL ESTATE FUND-84, A NORTH [SEAL]
CAROLINA LIMITED PARTNERSHIP
[CORPORATE SEAL] By: Marion Bass Real Estate Group, Inc.
Managing General Partner
ATTEST: By: ___________________________________
Marion F. Bass
_________________ President
Asst. Secretary
<PAGE>
ACKNOWLEDGEMENT
THIS IS TO CERTIFY that this is the Note described in and
secured by a Deed of Trust of even date herewith and in the same
principal amount as herein stated and secured by real estate
situated in Charlotte, Mecklenburg County, North Carolina.
Dated this 29th day of November, 1995.
[SEAL] ____________________________
Notary Public
Shirley S. Long
Notary Public
Guilford County, NC
Comm. Expires: 11/7/99
My Commission Expires: Nov. 7, 1999
<PAGE>
STATE OF NORTH CAROLINA
LOAN NO. 053-11099-REF/CON
____________________________
DEED OF TRUST NOTE
____________________________
BASS REAL ESTATE FUND-84, A NORTH
CAROLINA LIMITED PARTNERSHIP
TO
REILLY MORTGAGE GROUP, INC.
No. 053-11099-REF-CON
Insured under 207* of the National Housing
Act and Regulations thereunder of the Federal Housing
Commissioner *pursuant to Section 22__(f)
In effect on November 9, 1995
To the extent of advances approved by the Com-
missioner
FEDERAL HOUSING COMMISSIONER
By:___________________________________
(Authorized Agent)
DATE:____________________
A total sum of $3,230,000.00 has been approved
for insurance hereunder by the Commissioner
FEDERAL HOUSING COMMISSIONER
By:___________________________________
(Authorized Agent)
DATE: November 29, 1995
_____________________________________
Reference is made to the Act and to the Regulations
thereunder covering assignments of the insurance pro-
tection on this note.
_____________________________________
<PAGE>
RIDER
TO
DEED OF TRUST NOTE OF
BASS REAL ESTATE FUND-84, A NORTH CAROLINA
LIMITED PARTNERSHIP
TO
REILLY MORTGAGE GROUP, INC.
DATED: November 22, 1995
__________________________________________________________________
1. Except as provided in Paragraph 2 and 3 below, Maker may
not prepay any sums due under the Deed of Trust Note prior to
November 1, 2000. Commencing on November 1, 2000, Maker may
prepay, in whole or in part, any sum due under the Deed of Trustee
Note on the last day of any month, upon thirty (30) days advance
written notice to holder.
2. Notwithstanding any prepayment prohibition imposed and/or
premium required by this Rider with respect to voluntary
prepayments made prior to November 1, 2000, the indebtedness may be
prepaid in whole or in part without the consent of the holder and
without prepayment premium if the Commissioner determines that
prepayment will avoid a mortgage insurance claim and is therefore
in the best interest of the Federal Government.
3. The provisions of Paragraph 1 of this Rider shall not
apply and no prepayment premium shall be collected by the holder
with respect to any prepayment which is made by or on behalf of
Maker from insurance proceeds as a result of damage to the property
or condemnation awards which may, at the option of the holder, be
applied to reduce the indebtedness evidenced by the Deed of Trust
Note pursuant to the terms of the Deed of Trust given of even date
to secure the indebtedness evidenced by the Deed of Trust Note to
which this Rider is attached.
4. Further, and in addition to the limitations and
requirements set forth in Paragraph 1 hereof, the debt evidenced by
the Deed of Trust Note may not be prepaid either in whole or in
part for a period of five (5) years from the date of endorsement
hereof except in cases where the prior written approval of the
Federal Housing Commissioner is obtained and such written approval
is expressly based upon the existence of one of the following:
(a) The mortgagor has entered into an agreement with the
Commissioner to maintain the property as rental housing
for the remainder of the specified five (5) year period;
<PAGE>
(b) The Commissioner has determined that the conversion of
the property to cooperative or condominium ownership is
sponsored by a bona fide tenants' organization
representing a majority of the households in the project;
(c) The Commissioner has determined that continuation of the
property as rental housing is unnecessary to assure
adequate rental housing opportunity for low and moderate
income people in the community, or;
(d) The Commissioner has determined that continuation of the
property as rental housing would have an undesirable and
deleterious effect on the surrounding neighborhood.
BASS REAL ESTATE FUND-84/THE CHASE [SEAL]
LIMITED PARTNERSHIP
a North Carolina limited partnership
[CORPORATE SEAL] By: Marion Bass Real Estate Group, Inc.
Managing General Partner
ATTEST: By:________________________________
_____________________ Marion F. Bass
Asst. Secretary President
<PAGE>
Exhibit 10(r)
STATE OF NORTH CAROLINA FHA Case No.
053-11099-REF/CON
DEED OF TRUST
and Assignment of Rents,
Profits and Income (Multifamily)
___________________________________________________________________
This indenture, Made and entered into this 22nd day of
November, 1995 by and between BASS REAL ESTATE FUND-84, A NORTH
CAROLINA LIMITED PARTNERSHIP, a limited partnership organized and
existing under the laws of the State of North Carolina having its
principal office and place of business at 4000 Park Road,
Charlotte, North Carolina 28209 hereinafter called the party of the
first part, and James Kozuch and/or Michael Aquilino, either of
whom may act, Trustee(s), hereinafter called party of the second
part, and REILLY MORTGAGE GROUP, INC., a corporation organized and
existing under the laws of the District of Columbia hereinafter
called party of the third part.
This conveyance is made in trust to secure payment of a just
indebtedness of the party of the first part to the party of the
third part in the principal sum of THREE MILLION TWO HUNDRED THIRTY
THOUSAND AND NO/100ths DOLLARS ($3,230,000.00), evidenced by its
Note of even date herewith, bearing interest from date on
outstanding balances at SEVEN AND SIX TENTHS PERCENT (7.60%) per
annum, said principal and interest being payable in monthly
installments as provided in said Note with a final maturity of
DECEMBER 1, 2030, which Note is identified as being secured hereby
by a certificate thereon. Said Note and all of its terms are
incorporated herein by reference and this conveyance shall secure
any and all extensions thereof, however evidenced.
Now, therefore, in consideration of the aforesaid indebtedness
and the sum of ONE AND NO/100ths DOLLARS ($1.00) cash in hand paid,
the receipt of which is hereby acknowledged, the part of the first
part has bargained, sold, given, granted and conveyed and does by
these presents bargain, sell, give, grant and convey to the part of
the second part, his successors and assigns, all that certain lot
or parcel of land or leasehold situated in the City of Charlotte,
County of Mecklenburg, State of North Carolina, and more
particularly designated and described as follows:
See Exhibit "A" attached hereto and made a part hereof.
Together with all buildings and improvements thereon and all and
singular the tenements, hereditaments and appurtenances thereunto
belonging, or in anywise appertaining; including all after-acquired
title, franchise, licenses or easements; and together with all
right, title and interest of the party of the first part from time
to time in and to any land all heating, lighting, plumbing,
cooking, incinerating, ventilating, air-conditioning, laundry and
refrigerating equipment; all elevators and motors, cabinets,
engines and machinery, sprinkler systems, all storm and screen
<PAGE>
doors, screens, awnings, window shades, blinds and floor coverings
and other property now or hereafter owned by the party of the first
part, or any successor in title, and attached to or used in
connection with the real estate or leasehold hereinafter described;
and together with all building materials and equipment located on
the premises and intended to be incorporated in the buildings or
other improvements; and also all furnishings and articles of
personal property now or hereafter attached to or in and about the
building or buildings now erected or hereafter to be erected on the
lands herein described, which are necessary to the complete and
comfortable use and occupancy of such building or buildings for the
purposes for which they were or are to be erected, including all
goods, chattels and personal property as are ever used or furnished
in operating a building, or the activities conducted therein,
similar to the one herein described and referred to, and all
renewals or replacements thereof or articles in substitution
therefor, whether or not the same are, or shall be attached to said
building or buildings in any manner.
The parties hereto agree that all the foregoing property to
the extent permitted by law shall be deemed to be affixed to and a
part of the realty.
To have and to hold the same, with all the rights, privileges
and appurtenances thereunto belonging, to the party of the second
part, his successors and assigns, forever. The party of the first
part covenants with the party of the second part that it is seized
of the premises in fee or as a leasehold and has the right to
convey the same; that the same are free and clear of all
encumbrances and that it will warrant and forever defend the
premises unto the party of the second part from and against the
lawful claims of all person whomsoever.
In trust, however, for the following purposes:
1. That the party of the first part will pay the Note at the
times and in the manner provided therein;
2. That the party of the first part will not permit or
suffer the use of any of the property for any purpose other than
the use for which the same was intended at the time this Deed of
Trust was executed;
3. That the Regulatory Agreement, if any, executed by the
party of the first part and the Secretary of Housing and Urban
Development, acting by and through the Federal Housing
Commissioner, which is being recorded simultaneously herewith, is
incorporated in and made a part of this Deed of Trust. Upon
default under the Regulatory Agreement and upon the request of the
Secretary of Housing and Urban Development, acting by and through
the Federal Housing Commissioner, the party of the third part, at
its option, may declare the whole of the indebtedness secured
hereby to be due and payable;
<PAGE>
4. That all rents, profits and income from the property
covered by this Deed of Trust are hereby assigned to the party of
the third part for the purpose of discharging the debt hereby
secured. Permission is hereby given to the party of the first part
so long as no default exists hereunder, to collect such rents,
profits and income for use in accordance with the provisions of the
Regulatory Agreement;
5. That upon default hereunder party of the third part shall
be entitled to the appointment of a receiver by any court having
jurisdiction, without notice, to take possession and protect the
property described herein and operate same and collect the rents,
profits and income therefrom;
6. That at the option of the party of the first part the
principal balance secured hereby may be reamortized on terms
acceptable to the Secretary of Housing and Urban Development,
acting by and through the Federal Housing Commissioner if a partial
prepayment results from and award in condemnation in accordance
with provisions of Paragraph 8 herein, or from an insurance payment
made in accordance with provisions of Paragraph 7 herein, where
there is a resulting loss of project income;
7. That the party of the first part will keep the
improvements now existing or hereafter erected on the deeded
property insured against loss by fire and such other hazards,
casualties, and contingencies, as may be stipulated by the
Secretary of Housing of Urban Development, acting by and through
the Federal Housing Commissioner upon the insurance of the Deed of
Trust and other hazards as may be required from time to time by the
party of the third part, and all such insurance shall be evidenced
by standard Fire and Extended Coverage Insurance Policy or
Policies, in amounts not less than necessary to comply with the
applicable Coinsurance Clause percentage, but in no event shall the
amounts of coverage be less than eight (80) percent of the
Insurable Values or not less than the unpaid balance of the insured
Deed of Trust, whichever is the lesser, and in default thereof the
party of the third part shall have the right to effect insurance.
Such policies shall be endorsed with standard Mortgage clause with
loss payable to the party of the third part and the Secretary of
Housing and Urban Development as interest may appear, and shall be
deposited with the party of the third part;
That if the premises covered hereby, or any part thereof,
shall be damaged by fire or other hazard against which insurance is
held as hereinabove provided, the amounts paid by any insurance
company in pursuance of the contract of insurance to the extent of
the indebtedness then remaining unpaid, shall be paid to the party
of the third part, and, at its option, may be applied to the debt
or released for the repairing or rebuilding of the premises;
<PAGE>
8. That all awards of compensation in connection with
condemnation for public use of or a taking of any of that property,
shall be paid to the party of the third part to be applied to the
amount due under the Note secured hereby in (1) amounts equal to
the next maturing installment or installments of principal and (2)
with any balance to be credited to the next payment due under the
Note. That all awards of damages in connection with any
condemnation for public use of or injury to any residue of that
property, shall be paid to the party of the third part to be
applied to a fund held for and on behalf of the party of the first
part which fund shall, at the option of the party of the third
part, and with the prior approval of the Secretary of Housing and
Urban Development, either be applied to the amount due under the
Note as specified in the preceding sentence, or be disbursed for
the restoration or repair of the damage to the residue. No amount
applied to the reduction of the principal amount due in accordance
with (1) shall be considered an optional prepayment as the term is
used in this Deed of Trust and the Note secured hereby, nor relieve
the party of the first part from making regular monthly payments
commencing on the first day of the first month following the date
of receipt of the award. The party of the third part is hereby
authorized in the name of the party of the first part to execute
and deliver valid acquittances for such awards and to appeal from
such awards.
9. If the party of the first part shall well and truly
perform all the terms and conditions of this Deed of Trust and of
the Note secured hereby, then this conveyance shall be null and
void, and shall be properly canceled of record;
10. If, however, the party of the first part shall default in
making any monthly payments provided for herein or in the Note
secured hereby and if such default is not made good prior to the
due date of the next such installment or if the party of the first
part shall default in the performance of any covenants,
stipulations or conditions contained herein, then all sums owing by
the party of the first part to the party of the third part under
this Deed of Trust, or under the Note secured hereby shall
immediately become due and payable at the option of the party of
the third part; and, on the application of the party of the third
part, it shall be lawful for and the duty of the party of the
second part, and he is authorized and empowered, to sell the lands
and premises or the leasehold estate hereinabove before described
at public auction to the highest bidder for cash, at the usual and
customary place for such sales at he courthouse in Mecklenburg
County, State of North Carolina in accordance with North Carolina
law, and upon such sale the party of the second part shall collect
the purchase money and convey title to the purchaser in fee simple;
and after retaining one percentum (1%) of the proceeds of such sale
as compensation for the making thereof and for all services
performed, and after retaining also all expenses incurred,
including reasonable attorney's fees, the party of the second part
shall apply so much of the residue as may be necessary to pay off
the debt secured hereby, including accrued interest thereon, as
<PAGE>
well as any other sums owing to the party of the third part by the
party of the first part pursuant to this instrument, and the
surplus, if any, shall be paid to the party of the first part.
The party of the first part agrees that in the event of a sale
hereunder the party of the third part shall have the right to bid
at such sale and become the purchaser thereat;
11. That, together with and in addition to the monthly
payments of interest or of principal and interest payable under the
terms of the Note secured hereby, it will pay to the party of the
third part, on the first day of each month, after date hereof and
continuing until the debt security hereby is paid in full, the
following sums:
(a) An amount sufficient to provide the party of the third
part with funds to pay the next mortgage insurance premium if this
instrument and the Note secured, hereby are insured or a monthly
service charge, if they are held by the Secretary of Housing and
Urban Development, as follows:
(i) If and so long as said Note of even date and this
instrument are insured or are reinsured under the provisions
of the National Housing Act, an amount sufficient to
accumulate in the hands of the party of the third part one
month prior to its due date the annual mortgage insurance
premium, in order to provide the party of the third part with
funds to pay such premium to the Secretary of Housing and
Urban Development pursuant to the National Housing Act, as
amended, and applicable Regulations thereunder, or
(ii) If and so long as said Note of even date and this
instrument are held by the Secretary of Housing and Urban
Development, a monthly service charge in an amount equal to
one-twelfth of one-half (1/12 of 1/2) percent of the average
outstanding principal balance due on the Note computed for
each successive year beginning with the first day of the month
following the date of this instrument, if the Secretary of
Housing and Urban Development is the party of the third part
named herein, or the first day of the month following
assignment, if the Note and this instrument are assigned to
the Secretary of Housing and Urban Development without taking
into account delinquencies or prepayment;
(b) A sum equal to the ground rents, if any next due, plus
the premiums that will next become due and payable on policies of
fire and other property insurance covering the premises covered
hereby, plus water rates, taxes and assessments next due on the
premises covered hereby (all as estimated by the party of the third
part) less all sums already paid therefor divided by the number of
months to elapse before one month prior to the date when such
ground rents, premiums, water rates, taxes and assessments will
become delinquent, such sums to be held by the party of the third
part in trust to pay said ground rents, premiums, water rates,
taxes, and special assessments;
<PAGE>
(c) All payments mentioned in the two preceding subsections
of this paragraph and all payments to be made under the Note
secured hereby shall be added together and the aggregate amount
thereof shall be paid each month in a single payment to be applied
by the party of the third part to the following items in the order
set forth:
(i) premium charges under the Contract of Insurance with the
Secretary of Housing and Urban Development, acting by and
through the Federal Housing Commissioner or service charge;
(ii) ground rents, taxes, special assessments, water rates,
fire and other property insurance premiums;
(iii) interest on the Note secured hereby;
(iv) amortization of the principal of said Note;
12. In the event the party of the first part fails to pay any
sums provided for in this Deed of Trust, the party of the third
part, at its option, may pay the same. Any excess fund accumulated
under (b) of the preceeding paragraph remaining after payment of
the items therein mentioned, shall be credited to subsequent
monthly payments of the same nature required thereunder; but if any
such item shall exceed the estimate therefor, or if the party of
the first part shall fail to pay any other governmental or
municipal charge, the party of the first part shall forthwith make
good the deficiency or pay the charge before the same become
delinquent or subject to interest or penalties and in default
thereof the party of the third part may pay the same. All sums
paid by the party of the third part and any sums which the party of
the third part may be required to advance to pay mortgage insurance
premiums shall be added to the principal of the debt secured hereby
and shall bear interest from the date of payment at the rate
specified in the Note and shall be due and payable on demand. In
case of termination of the Contract of Mortgage Insurance by
prepayment of the Deed of Trust in full, or otherwise (except as
hereinafter provided), accumulations under (a) of the preceding
paragraph hereof not required to meet payments due under the
Contract of Mortgage Insurance, shall be credited to the party of
the first part. If the property is sold under foreclosure or is
otherwise acquired by the party of the third part after default,
any remaining balance of the accumulations under (b) of the
preceding paragraph shall be credited to the principal of the Deed
of Trust as of the date of the commencement of foreclosure
proceedings or as of the date the property is otherwise acquired;
and accumulations under (a) thereof shall be likewise credited
unless required to pay sums due the Secretary of Housing and Urban
Development, acting by and through the Federal Housing Commissioner
under the Contract of Mortgage Insurance;
<PAGE>
13. That the party of the first part will keep the said
premises in as good order and condition as they are now and will
not commit or permit any waste thereof, reasonable wear and tear
excepted and in the event of the failure of the party of the first
part to keep the buildings on said premises and those to be erected
on said premises, or improvements thereon, in good repair, the
party of the third part may make such repairs as in its discretion
it may deem necessary for the proper preservation thereof, and any
sums paid for such repairs shall bear interest from the date of
payment at the rate specified in the Note, shall be due and payable
on demand and shall be fully secured by this Deed of Trust;
14. That if there be a sale of the premises herein conveyed,
as provided above, the party of the first part shall become tenant
at will of the purchaser and shall be entitled to possession for
only ten (10) days after the date of delivery of the deed to the
purchaser; and after such period the party of the first part does
hereby release and relinquish all right, title, and interest in and
to said premises, or the possession thereof;
15. That no sale of the premises described above and no
forbearance on the part of the party of the third part and no
extension of the time for payment of the debt secured hereby given
by the party of the third part shall operate to release, discharge,
modify, change or affect the original liability of the party of the
first part herein, either in whole or in part;
16. That if foreclosure proceedings are instituted under this
Deed of Trust, the party of the second part is authorized to take
possession of the premises above described, and collect any rental,
accrued or to accrue; or he may let the premises or any part
thereof, receive the rents, income and profits therefrom, and hold
the proceeds subject to the order of the court for the benefit of
the party of the third part, pending the final decree in the
foreclosure proceedings, and during any period allowed by law for
the redemption from any sale ordered in such proceeding; and the
party of the second part may act irrespective of the value of the
property described or its adequacy to secure or discharge the
indebtedness then owing;
17. That in case the party of the third part shall for any
reason desire to replace the party of the second part or any of his
or its successors as trustees hereunder, said party of the third
part, its successors or assigns shall have and is hereby granted
full power and authority to remove said trustee and to appoint his
or its successor by instrument in writing, duly acknowledged or
proved so as to entitle the same to record in this State, and such
new trustee shall thereupon become successor to the title of the
said property and the same shall become vested in him in trust for
the purposes and objects of these presents with all the powers,
duties, and obligations herein conferred on the said party of the
second part, in the same manner and to the same effect as though he
or it were named herein as trustee;
<PAGE>
18. That the party of the first part will not voluntarily
create or permit to be created against the property subject to this
Deed of Trust any lien or liens inferior or superior to the lien of
this Deed of Trust and further that it will keep and maintain the
same free from the claim of all persons supplying labor or
materials which will enter into the construction of any and all
buildings now being erected or to be erected on said premises;
19. That the improvements about to be made upon the premises
above described and all plans and specifications comply with all
municipal ordinances and regulations made or promulgated by lawful
authority, and that the same will upon completion comply with all
such municipal ordinances and regulations and with the rules of the
fire rating or inspection organization, bureau, association or
office having jurisdiction, which are now or may hereafter become
applicable;
20. MARKED OUT COMPLETELY.
21. The party of the first part covenants and agrees that so
long as this Deed of Trust and the said Note secured hereby are
insured or held by the Secretary of Housing and Urban Development
under the provisions of the National Housing Act, it will not
execute or file for record any instrument which imposes a
restriction upon the sale or occupancy of the mortgaged property on
the basis of race, color, or creed;
22. That no waiver of any covenant herein or of the Note
secured hereby shall at any time thereafter be held to be a waiver
of the terms hereof or of the Note secured hereby;
23. The covenants herein contained shall bind, and the
benefits and advantages shall inure to the legal representatives,
successors or assigns of the parties hereto. Whenever used, the
singular number shall include the plural, the plural the singular,
and the use of any gender shall be applicable to all genders.
24. MARKED OUT COMPLETELY.
25. Notwithstanding any other provision contained herein or
in the Note, it is agreed that the execution of the Note shall
impose no personal liability upon the party of the first part for
payment of the indebtedness evidenced thereby and in the event of
a default, the holder of the Note shall look solely to the property
subject to this Deed of Trust and to the rents, issues and profits
thereof in satisfaction of the indebtedness evidenced by the Note
and will not seek or obtain any deficiency or personal judgment
against the party of the first part except such judgment or decree
as may be necessary to foreclose or bar its interest in the
property subject to this Deed of Trust and all other property
mortgaged, pledged, conveyed or assigned to secure payment of the
Note; provided, that nothing in this condition and no action so
taken shall operate to impair any obligation of the make under the
Regulatory Agreement herein referred to and made a part hereof.
<PAGE>
In witness whereof, the party of the first part has caused
these presents to be signed under seal the day and year written
above.
BASS REAL ESTATE FUND-84, A
NORTH CAROLINA LIMITED PARTNERSHIP [SEAL]
[CORPORATE SEAL] By: Marion Bass Real Estate Group, Inc.
Managing General Partner
ATTEST:
By: ___________________________________
______________________ Ronald L. Paschal
Secretary Vice President
______________________________________________________________________________
State of North Carolina ] ACKNOWLEDGMENT
]:ss
County of Mecklenburg ]
On this 22nd day of November personally came before me J.
MICHAEL NEESE, a Notary Public of the County of Mecklenburg, State
of North Carolina, Ronald L. Paschal, who, being by me duly sworn,
says that he is Vice President of Marion Bass Real Estate Group,
Inc., a corporation, the Managing General Partner of Bass Real
Estate Fund-84, A North Carolina Limited Partnership, and that the
seal affixed to the foregoing instrument is the corporate seal of
said Managing General Partner and that said instrument was signed
and sealed by him for and on behalf of said Limited Partnership by
authority duly given by said Managing General Partner. And said
Limited Partnership acknowledged said instrument to be the act and
deed of said Limited Partnership.
Witness my hand and official seal.
_______________________________
Notary Public
[SEAL]
My Commission expires: 05-18-99
___________________________________________________________________________
State of North Carolina,
County of Mecklenburg
The foregoing certificate of _____________________________, a
notary public of the County of ____________________, duly
authenticated by his notarial seal thereto attached, is adjudged to
be correct. This ________ day of November, 1995.
___________________________________________________________________________
<PAGE>
State of North Carolina
Loan No. 053-11099-REF/CON
___________________________
DEED OF TRUST
___________________________
BASS REAL ESTATE FUND-84,
A NORTH CAROLINA LIMITED PARTNERSHIP
To
REILLY MORTGAGE GROUP, INC.
___________________________
Filed for registration in _________
County Registry, this ___ day of
___________, 1995, at _______________
o'clock __.m. Recorded in Book
_____ at page _____ this ____________
day of __________________, 19___.
Verified and property indexed same date.
__________________________
__________________________
Register of Deeds,
Mecklenburg County, N.C.
Drawn By and Mail To:
William N. Harris
Box 47, Kennedy Covington Lobdell & Hickman, L.L.P.
BK: 08375 PG: 0470/0475 #:0193 22.00
JUDITH A. GIBSON REG. OF DEEDS MECK, NC
FILED FOR REGISTRATION 11728/95 11:49
<PAGE>
THE CHASE
EXHIBIT A
BEGINNING at a new iron pin located at the northeasterly
intersection of Shenandoah Avenue (a 60-foot public right-of-way)
and Rockway Drive (a 30-foot public right-of-way); thence with the
easterly margin of Shenandoah Avenue N. 52-52-15 W. 145.46 feet to
a new iron pin located in the easterly margin of Independence
Boulevard (variable width public right-of-way); thence with the
easterly margin of said Independence Boulevard N. 26-44-22 W. 39.46
feet to a new iron pin; thence N. 23-03-35 W. 189.54 feet to a
point in Briar Creek; thence with Briar Creek the following five
(5) courses and distances: (1) N. 17-30-00 E. 64.65 feet to a
point, (2) N. 07-00-00 W. 120.00 feet to a point, (3) N. 09-00-00
E. 110.00 feet to a point, (4) N. 22-30-00 E. 270.00 feet to a
point, (5) N. 52-25-56 E. 91.35 feet to a point located in the
southwesterly margin of Commonwealth Avenue (a 60-foot public
right-of-way); thence with the southwesterly margin of said
Commonwealth Avenue S. 52-52-15 E. 487.07 feet to an existing iron
pin at the northeasternmost corner of the E.T. Mangum property (now
or formerly); thence with the line of said E.T. Mangum property the
following two (2) courses and distances: (1) S. 37-01-37 W. 299.98
feet to an existing iron pin, (2) S. 52.51.12 E. 60.12 feet to a
new iron pin in the westerly margin of the right-of-way of the
above-referenced Rockway Drive; thence with the westerly margin of
said Rockway Drive S. 37-16-58 W. 405.00 feet to the POINT AND
PLACE OF BEGINNING, containing approximately 6.9465 acres according
to survey for Bass Real Estate Fund-84, a North Carolina limited
partnership re: The Chase prepared by R.B. Pharr & Associates,
P.A., dated October 18, 1995.
<PAGE>
Exhibit 10(s)
REGULATORY AGREEMENT TO:
MULTIFAMILY HOUSING PROJECTS
___________________________________________________________________
Under Sections 207, 220, 221(d)(4), 231 and 232, Except Nonprofits
___________________________________________________________________
Project No.: 053-11099
Mortgagee: REILLY MORTGAGE GROUP, INC.
Amount of Mortgage Note: $3,230,000.00 Date: 11/22/95
Mortgage: Recorded: 11/28/95 State: North Carolina
County: Mecklenburg Date: 11/28/95 Book: 8375 Page: 470
Originally endorsed for insurance under Section 207 pursuant to
223(f) of the National Housing Act.
This Agreement entered into this 22nd day of November, 1995,
between BASS REAL ESTATE FUND-84, A NORTH CAROLINA LIMITED
PARTNERSHIP whose address is 4000 PARK ROAD, CHARLOTTE, NORTH
CAROLINA 28209, their successors, heirs, and assigns jointly and
severally, hereunder referred to as Owners and the undersigned
Secretary of Housing and Urban Development and his successors
thereinafter referred to as Secretary.
In consideration of the endorsement for insurance by the
Secretary of the above described note or in consideration of the
consent of the Secretary to the transfer of the mortgaged property
or the sale and conveyance of the mortgaged property by the
Secretary, and in order to comply with the requirements of the
National Housing Act, as amended, and the Regulations adopted by
the Secretary pursuant thereto. Owners agree for themselves, their
successors, heirs and assigns, that in connection with the
mortgaged property and the project operated thereon and so long as
the contract of mortgage insurance continues in effect, and during
such further period of time as the Secretary shall be the owner,
holder or reinsurer of the mortgage, or during any time the
Secretary is obligated to insure a mortgage on the mortgage
property:
1. Owners, except as limited by paragraph 17 hereof, assume
and agree to make promptly all payments due under the note and
mortgage.
2. (a) Owners shall establish or continue to maintain a
reserve fund for replacements by the allocation to such reserve
fund in a separate account with the mortgagee or in a safe and
responsible depository designated by the mortgagee, concurrently
with the beginning of payments towards amortization of the
principal of the mortgage insured or held by the Secretary of an
amount equal to $1,702.42* per month unless a different date or
amount is approved in writing by the Secretary. *An initial deposit
of $267,038 has been made to the reserve fund for replacement.
Such fund, whether in the form of a cash deposit or invested in
<PAGE>
obligations of, or fully guaranteed as to principal by, the United
States of America shall at all times be under the control of the
mortgagee. Disbursements from such fund, whether for the purpose
of effecting replacement of structural elements and mechanical
equipment of the project or for any other purpose, may be made only
after receiving the consent in writing of the Secretary. In the
event that the owner is unable to make a mortgage note payment on
the due date and that payment cannot be made prior to the due day
of the next such installment or when the mortgagee has agreed to
forgo making an election to assign the mortgage to the Secretary
based on a monetary default, or to withdraw an election already
made, the Secretary is authorized to instruct the mortgagee to
withdraw funds from the reserve fund for replacements to be applied
to the mortgage payment in order to prevent or cure the default.
In addition, in the event of a default in the terms of the
mortgage, pursuant to which the loan has been accelerated, the
Secretary may apply or authorize the application of the balance in
such fund to the amount due on the mortgage debt as accelerated.
(b) Where Owners are acquiring a project already subject
to an insured mortgage, the reserve fund for replacements to be
established will be equal to the amount due to be in such fund
under existing agreements or charter provisions at the time Owners
acquire such project and payments hereunder shall begin with the
first payment due on the mortgage after acquisition, unless some
other method of establishing and maintaining the fund is approved
in writing by the Secretary.
3. Real property covered by the mortgage and this agreement
described in Exhibit A attached hereto.
(This paragraph 4 is not applicable to cases insured under Section 232).
4. (a) Owners shall make dwelling accommodation and service
of the project available to occupants at charges not exceeding
those established in accordance with a rental schedule approved in
writing by the Secretary, for any project subject to regulation of
rent by the Secretary. Accommodations shall not be rented for a
period of less then thirty (30) days, or, unless the mortgage is
insured under Section 231, for more than three years. Commercial
facilities shall be rented for such use and upon such terms as
approved by the Secretary Subleasing of dwelling accommodations,
except for sublease of single dwelling accommodations by the tenant
thereof, shall be prohibited without prior written approval of
Owner and the Secretary and any lease shall so provide. Upon
discovery of any unapproved sublease. Owners shall immediately
demand cancellation and notify the Secretary thereof.
(b) Upon prior written approval by the Secretary, Owner
may charge to and receive from any tenant such amounts from time to
time may be mutually agreed upon between tenant and the Owners for
any facilities and or services which may be furnished by the Owners
or others to such tenant upon his request, in addition to the
facilities and services included in the approved rental schedule.
<PAGE>
Approval charges for facilities and services is not required for
any project not subject to regulation of rent by the Secretary.
(c) For any project subject to regulation of rent by the
Secretary, the Secretary will at any time entertain a written
request for a rent increase properly reported by substantiating
evidence and within a reasonable time shall
(i) Approve a rental schedule that is necessary to
compensate for any net increase, occurring
since the last approved rental schedule in
taxes (other than income taxes) and operating
and maintenance cost over which Owners have no
effective control or;
(ii) Deny the increase stating the reasons
therefor.
5. (a) If the mortgage is originally a Secretary-held
purchase money mortgage, or is originally endorsed for insurance
under any Section other than Sections 231 or 232 and is not
designed primarily for occupancy by elderly persons. Owners shall
not in selecting tenants discriminate against any person or persons
by reason of the fact that there are children in the family.
(b) through (c) MARKED THROUGH COMPLETELY.
(d) All advertising or efforts to rent a project insured
under Section 231 shall reflect a bona fide effort of the Owners to
obtain occupancy by elderly persons.
6. Owners shall not without the prior written approval of
the Secretary:
(a) Convey, transfer, or encumber any of the mortgaged
property, or permit the conveyance, transfer or encumbrance of such
property.
(b) Assign, transfer, dispose of, or encumber any
personal property of the project, including rents, or pay out any
funds expect from surplus cash, except for reasonable operating
expenses and necessary repairs.
(c) Convey, assign, or transfer any beneficial interest
in any trust holding title to the property, or the interest of any
general partner in a partnership owning the property, or any right
to manage or receive the rents and profits from the mortgaged
property.
(d) Remodel, add to, reconstruct, or demolish any part
of the mortgaged property or subtract from any real or personal
property of the project.
<PAGE>
(e) Make, or receive and retain, any distribution or
___________ any income of any kind of the project except surplus
cash and except on the following conditions:
(1) All distributions shall be made only as of and
after the end of a semiannual or annual fiscal
period, and only as permitted by the law of
the applicable jurisdiction;
(2) No distribution shall be made from borrowed
funds prior to the completion of the project
or when there is any default under this
Agreement or under the note or mortgage;
(3) Any distribution of any funds of the project,
which the party receiving such funds is not
entitled to retain hereunder, shall be held in
trust separate and apart from any other funds;
and
(4) There shall have been compliance with all
outstanding notices of requirements for proper
maintenance of the project.
(f) Engage, except for natural persons, in any other
business or activity, including the operation of any other rental
project, or incur any liability or obligation not in connection
with the project.
(g) Require, as a condition of the occupancy or leasing
of any unit in the project, any consideration or deposit other than
the prepayment of the first month's rent plus a security deposit in
an amount not in excess of one month's rent to guarantee the
performance of the covenants of the lease. Any funds collected as
security deposits shall be kept separate and apart from all other
funds of the project in a trust account in the amount of which
shall at all times equal or exceed the aggregate of all outstanding
obligations under said account.
(h) Permit the use of the dwelling accommodations or
nursing facilities of the project for any purpose except the use
which was originally intended, or permit commercial use greater
than that originally approved by the Secretary.
7. Owners shall maintain the mortgaged premises,
accommodations and the grounds and equipment appurtenant thereto,
in good repair and condition. In the event all or any of the
buildings covered by the mortgage shall be destroyed or damaged by
fire or other casualty, the money derived from any insurance on the
property shall be applied in accordance with the terms of the
mortgage.
<PAGE>
8. Owners shall not file any petition in bankruptcy or for
a receiver or in insolvency or for reorganization or composition,
or make any assignment for the benefit of creditors or to a trustee
for creditors, or permit an adjudication in bankruptcy or the
taking possession of the mortgaged property or any part thereof by
a receiver or the seizure and sale of the mortgaged property or any
part thereof under judicial process or pursuant to any power of
sale, and fail to have such adverse actions set aside within forty-
five (45) days.
9. (a) Any management contract entered into by Owners or
____ of them involving the project shall contain a provision that
in the event of default hereunder, it shall be subject to
termination without penalty upon written request by the Secretary.
Upon such request Owners shall immediately arrange to terminate the
contract within a period of not more than thirty (30) days and
shall make arrangements satisfactory to the Secretary for
continuing proper management of the project.
(b) Payment for services, supplies, or materials shall
not exceed the amount ordinarily paid for such services, supplies,
or materials in the area where the service are _____ or the
supplies or materials furnished.
(c) The mortgaged property, equipment, buildings, plans,
offices, apparatus, devices, books, contracts, records, documents,
and other papers relating thereto shall at all times be maintained
in reasonable condition for proper audit and subject to examination
and inspection at any reasonable time by the Secretary of his duly
authorized agents. Owners shall keep copies of all written
contracts or other instruments which affect the mortgaged property,
all or any of which may be subject to inspection and examination by
the Secretary or his duly authorized agents.
(d) The books and accounts of the operations of the
mortgaged property and of the project shall be kept in accordance
with the requirements of the Secretary.
(e) Within sixty (60) days following the end of each
fiscal year the Secretary shall be furnished with a complete annual
financial report based upon an examination of the books and records
of mortgagor prepared in accordance with the requirements of the
Secretary, prepared and certified to by an officer or responsible
Owner and, when required by the Secretary, prepared and certified
by a Certified Public Accountant, or other person acceptable to the
Secretary.
(f) At request of the Secretary, his agents, employees,
or attorneys, the Owners shall furnish monthly occupancy reports
and shall give specific answers to questions upon which information
is desired from time to time relative to income, assets,
liabilities, contracts, operation, and condition of the property
and the status of the insured mortgage.
<PAGE>
(g) All rents and other receipts of the project shall be
deposited in the name of the project in a financial institution,
whose deposits are insured by an agency of the Federal Government.
Such funds shall be withdrawn only in accordance with the
provisions of this Agreement for expenses of the project or for
distributions of surplus cash as permitted by paragraph 6(e) above.
Any Owner receiving funds of the project other than by such
distribution of surplus cash shall immediately deposit such funds
in the project bank account and failing so to do in violation of
this Agreement shall hold such funds in trust. Any Owner receiving
property of the project in violation of this Agreement shall hold
such funds in trust. At such time as the Owners shall have lost
control and/or possession of the project, all funds held in trust
shall be delivered to the mortgagee to the extent that the mortgage
indebtedness has not been satisfied.
10. Owners will comply with the provisions of any Federal,
State, or local law prohibiting discrimination in housing on the
grounds of race, color, religion or creed, sex, or national origin,
including Title VIII of the Civil Rights Act of 1968 (Public Law
90-284; 82 Stat. 73), as amended. Executive Order 11063, and all
requirements imposed by or pursuant to the regulations of the
Department of Housing and Urban Development implementing these
authorities including 24 CFR Parts 100, 107 and 110, and Subparts
1 and M of Part 200).
11. Upon a violation of any of the above provisions of this
Agreement by Owners, the Secretary may give written notice thereof
to Owners by registered or certified mail, addressed to the
addresses stated in this Agreement or such other addresses as may
subsequently, upon appropriate written notice thereof to the
Secretary, be designated by the Owners as their legal business
address. If such violation is not corrected to the satisfaction of
the Secretary within thirty (30) days after the date such notice is
mailed or within such further time as the Secretary determines is
necessary to correct the violation without further notice the
Secretary may declare a default under this Agreement effective on
the date of such declaration of default and upon such default the
Secretary may:
(a) (i) If the Secretary holds the note - declare the
whole of said indebtedness immediately due and
payable and then proceed with the foreclosure
of the mortgage;
(ii) If said note is not held by the Secretary -
notify the holder of the note of such default
and request holder to declare a default under
the note and mortgage and holder after
receiving such notice and request, but not
otherwise, at its option, may declare the
whole indebtedness due and thereupon proceed
with foreclosure of the mortgage or assign the
<PAGE>
note and mortgage to the Secretary as provided
in the Regulations;
(b) Collect all rents and charges in connection with the
operation of the project and use such collections to pay the
Owners' obligations under this Agreement and under the note and
mortgage and the necessary expenses of preserving the property and
operating the project.
(c) Take possession of the project, bring any action
necessary to enforce any rights of the Owners growing out of the
project operation and operate the project in accordance with the
terms of this Agreement until such time as the Secretary in his
discretion determines that the Owners are again in a position to
operate the project in accordance with the terms of this Agreement
and in compliance with the requirements of the note and mortgage.
(d) Apply to any court, State or Federal, for specific
performance of this Agreement for an injunction against any
violation of the Agreement for the appointment of a receiver to
take over and operate the project in accordance with the terms of
the Agreement, or for such other relief as may be appropriate since
the injury to the Secretary arising from a default under any of the
terms of this Agreement would be irreparable and the amount of
damage would be difficult to ascertain.
12. As security for the payment due under this Agreement to
the reserve fund for replacements, and to secure the Secretary
because of his liability under the endorsement of the note for
insurance, and as security for the other obligations under this
Agreement, the Owners respectively assign, pledge and manage to the
Secretary their rights to the rents, profits, income and charges of
whatsoever sort which they may receive or be entitled to receive
from the operation of the mortgaged property, subject, however, to
any assignment of rents in the insured mortgage referred to herein.
Until a default is declared under this Agreement, however,
permission is granted to Owners to collect and retain under the
provisions of this Agreement such rents, profits, income and
charges, but upon default this permission is terminated as to all
rents due or collected thereafter.
13. As used in this Agreement the term:
(a) "Mortgage" includes "Deed of Trust", "Chattel
Mortgage", "Security Instrument", and any other security for the
note identified herein, and endorsed for insurance or held by the
Secretary;
(b) "Mortgagee" refers to the holder of the mortgage
identified herein, its successors and assigns;
(c) "Owners" refers to the persons named in the first
paragraph hereof and designated as Owners, their successors, heirs
and assigns;
<PAGE>
(d) "Mortgaged Property" includes all property, real,
personal or mixed, covered by the mortgage or mortgages securing
the note endorsed for insurance or held by the Secretary;
(e) "Project" includes the mortgaged property and all
its other assets of whatsoever nature or wheresoever situate, used
in or owned by the business conducted on said mortgaged property,
which business is providing housing and other activities as are
incidental thereto;
(f) "Surplus Cash" means any cash remaining after:
(1) the payment of:
(i) All sums due or currently required to be
paid under the terms of any mortgage or
note insured or held by the Secretary;
(ii) All amounts required to be deposited in
the reserve fund for replacements;
(iii) All obligations of the project other than
the insured mortgage unless funds for
payment are set aside or deferment of
payment has been approved by the
Secretary; and
(2) the segregation of:
(i) An amount equal to the aggregate of all
special funds required to be maintained
by the project: and
(ii) All tenant security deposits held.
(g) "Distribution" means any withdrawal or taking of
cash or any assets of the project, including the segregation of
cash or assets for subsequent withdrawal within the limitations of
Paragraph 6(e) hereof, and excluding payment for reasonable
expenses incident to the operation and maintenance of the project.
(h) "Default" means a default declared by the Secretary
when a violation of this Agreement ______________ satisfaction
within the time allowed by this Agreement of such further time as
may be allowed by the Secretary after written notice.
(i) "Section" refers to a Section of the National
Housing Act, as amended.
(j) "Displaced persons or families" shall mean a family
or families, or a person, displaced from an urban renewal area or
as the result of government action, or as a result of a major
disaster as determined by the President pursuant to the Disaster
Relief Act of 1970.
<PAGE>
(k) "Elderly person" means any person, married or
single, who is sixty-two years of age or over.
14. This instrument shall bind, and the benefits shall inure
to the respective Owners, their heirs, legal representatives,
executors, administrators, successors in office or interest, and
assigns, and to the Secretary and his successors so long as the
contract of mortgage insurance continues in effect, and during such
further time as the Secretary shall be the owner, holder, or
reinsurer of the mortgage, or obligated to reinsure the mortgage.
15. Owners warrant that they have not, and will not, execute
any other agreement with provisions contradictory of, or in
opposition to, the provisions hereof, and that, in any event, the
requirements of this Agreement are paramount and controlling as to
the rights and obligations set forth and supersede any other
requirements in conflict therewith.
16. The invalidity of any clause, part or provision of this
Agreement shall not affect the validity or the remaining portions
thereof.
17. The following Owners: Bass Real Estate Fund-84, A North
Carolina Limited Partnership and all present and future general and
limited partners thereof do not assume personal liability for
payments due under the note and mortgage, or for the payments to
the reserve for replacements, or for matters not under their
control, provided that said Owners shall remain liable under this
Agreement only with respect to the matters hereinafter stated;
namely:
(a) for funds or property of the project coming into
their hands which, by the provisions hereof, they are note entitled
to retain; and
(b) for their own acts and deeds or acts and deeds of
others which they have authorized in violation of the provisions
hereof.
(To be executed with formalities for recording a deed to real estate)
<PAGE>
In witness whereof, the owner has caused these presents to be
signed under seal the day and year written above.
OWNER:
BASS REAL ESTATE FUND-84, A NORTH [SEAL]
CAROLINA LIMITED PARTNERSHIP
[CORPORATE SEAL] By: Marion Bass Real Estate Group, Inc.
Managing General Partner
ATTEST:
__________________ By:________________________________
Secretary Ronald L. Paschal
Vice President
November 22, 1995
SECRETARY OF HOUSING AND URBAN
DEVELOPMENT
By:___________________________ [SEAL]
Authorized Agent
November 22, 1995
ACKNOWLEDGMENT
STATE OF NORTH CAROLINA ]
] ss
COUNTY OF MECKLENBURG ]
On this 22nd day of November personally came before me J.
MICHAEL NEESE, a Notary Public of the County of Mecklenburg, State
of North Carolina, Ronald L. Paschal, who, being by me duly sworn,
says that he is Vice President of Marion Bass Real Estate Group,
Inc., a corporation, Managing General Partner of BASS REAL ESTATE
FUND-84, A NORTH CAROLINA LIMITED PARTNERSHIP, and that the seal
affixed to the foregoing instrument is the corporate seal of said
Managing General Partner and that said instrument was signed and
sealed by him for and on behalf of said Limited Partnership by
authority duly given by said Managing General Partner. And said
Vice President acknowledged said instrument to be the act and deed
of said Limited Partnership
Witness my hand and official seal.
_______________________
Notary Public
[SEAL]
My Commission expires: 5-18-99
<PAGE>
STATE OF NORTH CAROLINA ]
] ss
COUNTY OF GUILFORD ]
On this 22nd day of November, 1995 before me personally
appeared DON MCCARLES, JR. to me personally known, who, being by me
duly sworn, did say that he/she is the authorized agent of the
Secretary of Housing and Urban Development, which executed the
foregoing instrument, and that said instrument was signed and
sealed in behalf of said Secretary of Housing and Urban Development
the day and year first above written.
IN WITNESS WHEREOF I hereunto set my hand and official seal.
______________________________
Notary Public
RUTH SHORT
NOTARY PUBLIC
GUILFORD COUNTY, NC
[SEAL]
My Commission Expires: 10-5-97
<PAGE>
THE CHASE
EXHIBIT A
BEGINNING at a new iron pin located at the northeasterly
intersection of Shenandoah Avenue (a 60-foot public right-of-way)
and Rockway Drive (a 30-foot public right-of-way); thence with the
easterly margin of Shenandoah Avenue N. 52-52-15 W. 145.46 feet to
a new iron pin located in the easterly margin of Independence
Boulevard (variable width public right-of-way); thence with the
easterly margin of said Independence Boulevard N. 26-44-22 W. 39.46
feet to a new iron pin; thence N. 23-03-35 W. 189.54 feet to a
point in Briar Creek; thence with Briar Creek the following five
(5) courses and distances: (1) N. 17-30-00 E. 64.65 feet to a
point, (2) N. 07-00-00 W. 120.00 feet to a point, (3) N. 09-00-00
E. 110.00 feet to a point, (4) N. 22-30-00 E. 270.00 feet to a
point, (5) N. 52-25-56 E. 91.35 feet to a point located in the
southwesterly margin of Commonwealth Avenue (a 60-foot public
right-of-way); thence with the southwesterly margin of said
Commonwealth Avenue S. 52-52-15 E. 487.07 feet to an existing iron
pin at the northeasternmost corner of the E.T. Mangum property (now
or formerly); thence with the line of said E.T. Mangum property the
following two (2) courses and distances: (1) S. 37-01-37 W. 299.98
feet to an existing iron pin, (2) S. 52.51.12 E. 60.12 feet to a
new iron pin in the westerly margin of the right-of-way of the
above-referenced Rockway Drive; thence with the westerly margin of
said Rockway Drive S. 37-16-58 W. 405.00 feet to the POINT AND
PLACE OF BEGINNING, containing approximately 6.9465 acres according
to survey for Bass Real Estate Fund-84, a North Carolina limited
partnership re: The Chase prepared by R.B. Pharr & Associates,
P.A., dated October 18, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Article 5 for year end 10K for Bass Real Estate II.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 223,210
<SECURITIES> 0
<RECEIVABLES> 3,456
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 67,000
<PP&E> 9,934,748
<DEPRECIATION> 2,588,880
<TOTAL-ASSETS> 7,667,475
<CURRENT-LIABILITIES> 49,330
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,564,194
<TOTAL-LIABILITY-AND-EQUITY> 7,667,475
<SALES> 1,364,926
<TOTAL-REVENUES> 1,420,224
<CGS> 0
<TOTAL-COSTS> 546,434
<OTHER-EXPENSES> 361,735
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 615,714
<INCOME-PRETAX> (103,659)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (103,659)
<EPS-PRIMARY> (10.33)
<EPS-DILUTED> (10.33)
</TABLE>
