UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the period ended June 30, 1995
---------------------------------------------------
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to_____________
Commission file number 0-14267
MCNEIL REAL ESTATE FUND XXIV, L.P.
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 74-2339537
------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13760 Noel Road, Suite 700, LB70, Dallas, Texas, 75240
------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (214) 448-5800
--------------------------
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 Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
<PAGE>
MCNEIL REAL ESTATE FUND XXIV, L.P.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
----------------------------
BALANCE SHEETS
(Unaudited)
<TABLE>
June 30, December 31,
1995 1994
------------ ------------
<S> <C> <C>
ASSETS
------
Real estate investments:
Land..................................................... $ 7,039,867 $ 7,039,867
Buildings and improvements............................... 29,450,262 29,272,835
----------- -----------
36,490,129 36,312,702
Less: Accumulated depreciation and amortization......... (11,735,621) (11,061,009)
----------- -----------
24,754,508 25,251,693
Cash and cash equivalents................................... 2,187,516 1,720,161
Cash segregated for security deposits....................... 84,024 85,851
Accounts receivable, net of allowance for doubtful
accounts of $77,044 at June 30, 1995 and
December 31, 1994........................................ 445,636 401,525
Prepaid expenses and other assets, net...................... 188,417 215,741
----------- -----------
$ 27,660,101 $ 27,674,971
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
-----------------------------------------
Mortgage note payable....................................... $ 5,583,206 $ 5,660,558
Accounts payable and accrued expenses....................... 276,821 194,613
Payable to affiliates - General Partner..................... 63,267 38,716
Advances from affiliates.................................... 642,581 642,581
Deferred gain............................................... 6,800 17,000
Security deposits and deferred rental income................ 96,070 87,413
----------- -----------
6,668,745 6,640,881
----------- -----------
Partners' equity (deficit):
Limited partners - 40,000 limited partnership
units authorized and outstanding at June 30,
1995 and December 31, 1994............................. 20,997,615 21,039,922
General Partner.......................................... (6,259) (5,832)
----------- -----------
20,991,356 21,034,090
----------- -----------
$ 27,660,101 $ 27,674,971
=========== ===========
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
McNEIL REAL ESTATE FUND XXIV, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenue:
Rental revenue................ $1,092,840 $1,048,902 $2,075,167 $2,142,552
Interest...................... 29,700 14,581 55,152 25,716
Property tax refund........... 25,433 - 25,433 -
--------- --------- --------- ---------
Total revenue............... 1,147,973 1,063,483 2,155,752 2,168,268
--------- --------- --------- ---------
Expenses:
Interest...................... 108,785 94,175 209,277 195,060
Depreciation and
amortization................ 338,177 315,177 674,612 630,354
Property taxes................ 124,986 114,873 249,972 233,201
Personnel costs............... 69,065 67,127 154,061 131,357
Utilities..................... 46,040 44,246 93,866 107,613
Repairs and maintenance....... 95,878 137,396 191,213 247,304
Property management
fees - affiliates........... 64,048 63,964 117,076 119,275
Other property operating
expenses.................... 48,910 74,525 120,194 132,037
General and administrative.... 55,149 18,668 65,355 31,339
General and administrative -
affiliates.................. 166,077 152,157 322,860 311,950
--------- --------- --------- ---------
Total expenses.............. 1,117,115 1,082,308 2,198,486 2,139,490
--------- --------- --------- ---------
Net (loss) income................ $ 30,858 $ (18,825) $ (42,734) $ 28,778
========= ========= ========= =========
Net income (loss) allocable
to limited partners........... $ 30,549 $ (18,637) $ (42,307) $ 28,490
Net income (loss) allocable
to General Partner............ 309 (188) (427) 288
--------- --------- --------- ---------
Net income (loss)................ $ 30,858 $ (18,825) $ (42,734) $ 28,778
========= ========= ========= =========
Net income (loss) per limited
partnership unit.............. $ .76 $ (.47) $ (1.06) $ .71
========= ========== ========= =========
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
McNEIL REAL ESTATE FUND XXIV, L.P.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
For the Six Months Ended June 30, 1995 and 1994
<TABLE>
Total
General Limited Partners
Partner Partners Equity
-------- ----------- -----------
<S> <C> <C> <C>
Balance at December 31, 1993.............. $(5,177) $21,104,778 $21,099,601
Net income................................ 288 28,490 28,778
------ ---------- ----------
Balance at June 30, 1994.................. $(4,889) $21,133,268 $21,128,379
====== ========== ==========
Balance at December 31, 1994.............. $(5,832) $21,039,922 $21,034,090
Net loss.................................. (427) (42,307) (42,734)
------ ---------- ----------
Balance at June 30, 1995.................. $(6,259) $20,997,615 $20,991,356
====== ========== ==========
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
McNEIL REAL ESTATE FUND XXIV, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Increase in Cash and Cash Equivalents
<TABLE>
Six Months Ended
June 30,
----------------------------------
1995 1994
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Cash received from tenants........................ $2,028,495 $2,115,218
Cash paid to suppliers............................ (619,949) (664,115)
Cash paid to affiliates........................... (415,385) (409,796)
Interest received................................. 55,152 25,715
Interest paid..................................... (190,049) (181,029)
Property taxes paid............................... (161,563) (268,751)
Property tax refund............................... 25,433 -
--------- ---------
Net cash provided by operating activities............ 722,134 617,242
--------- ---------
Cash flows from investing activities:
Additions to real estate investments.............. (177,427) (225,944)
--------- ----------
Cash flows from financing activities:
Principal payments on mortgage note
payable......................................... (77,352) (108,052)
--------- ---------
Net increase in cash and cash
equivalents....................................... 467,355 283,246
Cash and cash equivalents at beginning of
period............................................ 1,720,161 1,435,591
--------- ---------
Cash and cash equivalents at end of period........... $2,187,516 $1,718,837
========= =========
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
McNEIL REAL ESTATE FUND XXIV, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Reconciliation of Net Income (Loss) to Net Cash Provided by
Operating Activities
<TABLE>
Six Months Ended
June 30,
-------------------------------
1995 1994
------- -------
<S> <C> <C>
Net income (loss).................................... $(42,734) $ 28,778
------- -------
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization..................... 674,612 630,354
Amortization of deferred borrowing costs.......... 15,539 15,540
Amortization of deferred gain..................... (10,200) (10,200)
Changes in assets and liabilities:
Cash segregated for security deposits........... 1,827 (6,157)
Accounts receivable, net........................ (44,111) (3,902)
Prepaid expenses and other assets, net.......... 11,785 (9,385)
Accounts payable and accrued expenses........... 82,208 (44,120)
Payable to affiliates - General Partner......... 24,551 21,429
Security deposits and deferred rental
income........................................ 8,657 (5,095)
------- -------
Total adjustments............................. 764,868 588,464
------- -------
Net cash provided by operating activities............ $722,134 $617,242
======= =======
</TABLE>
The financial information included herein has been prepared by management
without audit by independent public accountants.
See accompanying notes to financial statements.
<PAGE>
MCNEIL REAL ESTATE FUND XXIV, L.P.
Notes to Financial Statements
June 30, 1995
(Unaudited)
NOTE 1.
------
McNeil Real Estate Fund XXIV, L.P. (the "Partnership"), formerly known as
Southmark Equity Partners, Ltd., was organized on October 19, 1984, as a limited
partnership under the provisions of the California Revised Limited Partnership
Act to acquire and operate commercial and residential properties. The general
partner of the Partnership is McNeil Partners, L.P. (the "General Partner"), a
Delaware limited partnership, an affiliate of Robert A. McNeil ("McNeil"). The
principal place of business for the Partnership and the General Partner is 13760
Noel Road, Suite 700, LB70, Dallas, Texas, 75240.
In the opinion of management, the financial statements reflect all adjustments
necessary for a fair presentation of the Partnership's financial position and
results of operations. All adjustments were of a normal recurring nature.
However, the results of operations for the six months ended June 30, 1995 are
not necessarily indicative of the results to be expected for the year ending
December 31, 1995.
NOTE 2.
------
The financial statements should be read in conjunction with the financial
statements contained in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1994, and the notes thereto, as filed with the
Securities and Exchange Commission, which is available upon request by writing
to McNeil Real Estate Fund XXIV, L.P., c/o McNeil Real Estate Management, Inc.,
Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.
NOTE 3.
------
Certain prior period amounts have been reclassified to conform to the current
period presentation.
NOTE 4.
------
The Partnership pays property management fees equal to 5% of the gross rental
receipts for its residential properties and 6% of gross rental receipts for its
commercial properties to McNeil Real Estate Management, Inc. ("McREMI"), an
affiliate of the General Partner, for providing property management services for
the Partnership's residential and commercial properties and leasing services for
its residential properties. McREMI may also choose to provide leasing services
for the Partnership's commercial properties, in which case McREMI will receive
property management fees from such commercial properties equal to 3% of the
property's gross rental receipts plus leasing commissions based on the
prevailing market rate for such services where the property is located.
The Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.
The Partnership is paying an asset management fee which is payable to the
General Partner. Through 1999, the asset management fee is calculated as 1% of
the Partnership's tangible asset value. Tangible asset value is determined by
using the greater of (i) an amount calculated by applying a capitalization rate
of 9% to the annualized net operating income of each property or (ii) a value of
$10,000 per apartment unit for residential properties and $50 per gross square
foot for commercial properties to arrive at the property tangible asset value.
The property tangible asset value is then added to the book value of all other
assets excluding intangible items. The fee percentage decreases subsequent to
1999.
Compensation and reimbursements paid to or accrued for the benefit of the
General Partner or its affiliates are as follows:
<TABLE>
Six Months Ended
June 30,
--------------------------------
1995 1994
-------- --------
<S> <C> <C>
Property management fees............................. $117,076 $119,275
Charged to general and administrative -
affiliates:
Partnership administration........................ 155,815 145,106
Asset management fee.............................. 167,045 166,844
------- -------
$439,936 $431,225
======= =======
</TABLE>
Payable to affiliates - General Partner at June 30, 1995 and December 31, 1994
consisted primarily of unpaid property management fees, Partnership general and
administrative expenses and asset management fees and are due and payable from
current operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------ ----------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
-------------------
There has been no significant change in the operations of the Partnership's
properties since December 31, 1994. The Partnership reported net loss for the
first six months of 1995 of $42,734 as compared to net income of $28,778 for the
first six months of 1994. Revenues were $2,155,752 in 1995, down from $2,168,268
for the same period in 1994. Expenses increased to $2,198,486 in 1995, from
$2,139,490 in 1994.
Net cash provided by operating activities was $722,134 for the first six months
of 1995, an increase from the $617,242 provided during the first six months of
1994. After principal payments on the Partnership's mortgage note payable of
$77,352 and capital improvements of $177,427, cash and cash equivalents at June
30, 1995 were $2,187,516, up by $467,355 since December 31, 1994.
RESULTS OF OPERATIONS
---------------------
Revenue:
Total revenue increased by $84,490 for the three months ended June 30, 1995 as
compared to the same period in 1994. However, total revenue decreased by $12,516
for the six months ended June 30, 1995 as compared to the same period in 1994.
The change in the three and six months was primarily due to a change in rental
revenue, and property tax refund, as discussed below.
Rental revenue increased by $43,938 for the quarter ended June 30, 1995 and
decreased by $67,385 for the six months ended June 30, 1995 in relation to the
respective periods in 1994. The overall decrease was mainly due to a decrease of
approximately $57,000 in common area maintenance costs billed to tenants at
Southpointe Plaza Shopping Center in the first three months of the year. In
addition, there was a slight decrease in occupancy at Island Plaza Shopping
Center. These decreases were partially offset by increases at River Bay Plaza
and Towne Center shopping centers and Sleepy Hollow Apartments due to increases
in occupancy at each of these properties.
Interest income increased by $15,119 and $29,436 for the three and six months
ended June 30, 1995, respectively, as compared to the same periods in 1994. The
increase was due to a greater amount of cash available for short-term investment
in 1995. The partnership held approximately $2.2 million of cash and cash
equivalents at June 30, 1995, as compared to $1.7 million at June 30, 1994. In
addition, there was an increase in interest rates earned on invested cash in
1995.
In the second quarter of 1995, the Partnership received $25,433 in refunds of
prior years' property taxes for Southpointe Plaza and River Bay Plaza shopping
centers. No such refunds were received in 1994.
Expenses:
Total expenses increased by $34,807 and $58,996 for the first three and six
months of 1995, respectively, as compared to the same periods in 1994. The
increase was primarily the result of an increase in personnel costs and general
and administrative expenses, as discussed below.
Personnel costs increased by $1,938 and $22,704 for the three and six months
ended June 30, 1995, respectively, in relation to the comparable periods in
1994. The increase was due to an increase in compensation to on-site personnel
at all of the properties in the first quarter of 1995.
Utilities increased by $1,794 and decreased by $13,747 for the first three and
six months of 1995, respectively, as compared to the same periods in 1994. The
overall decrease was mainly due to an increase in the occupancy at Towne Center
Shopping Center in the first quarter of the year, since tenants at the center
pay for their own utility usage.
Repairs and maintenance expense decreased by $41,518 and $56,091 for the three
and six months ended June 30, 1995, respectively, as compared to the same
periods in 1994. The decrease was due to a decrease in the replacement of carpet
and appliances at Pine Hills and Sleepy Hollow Apartments, which were expensed
in 1994.
Other property operating expenses decreased by $25,615 and $11,843 for the three
and six months ended June 30, 1995, respectively, as compared to the same
periods in 1994. The decrease was mainly due to decreased advertising and
leasing commissions recognized, mainly at Southpointe Plaza Shopping Center,
which were paid in an effort to increase occupancy in 1994.
General and administrative expenses increased by $36,481 and $34,016 for the
first three and six months of 1995, respectively, as compared to the same
periods in 1994. The increase was mainly due to increased litigation expenses
due to a lawsuit involving a tenant's lease at Southpointe Plaza Shopping
Center.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Partnership's primary source of cash flows is from operating activities
which generated $722,134 of cash in the first six months of 1995 as compared to
$617,242 for the same period in 1994. The increase in cash provided by operating
activities in 1995 was mainly due to a decrease in property taxes paid in 1995
as compared to 1994, due to the timing of the payment of invoices.
Short-term liquidity:
--------------------
At June 30, 1995, the Partnership held cash and cash equivalents of $2,187,516.
This balance provides a reasonable level of working capital for the
Partnership's immediate needs in operating its properties.
For the remainder of 1995, Partnership properties are expected to provide
positive cash flow from operations after payment of debt service and capital
improvements. The Partnership has budgeted $436,000 for necessary capital
improvements for all properties in 1995 which is expected to be funded from
available cash reserves or from operations of the properties. The present cash
balance is believed to provide an adequate reserve for property operations. At
the present time, the Partnership does not anticipate making distributions to
the limited partners in 1995. There can be no assurance as to when the
Partnership will rebuild cash reserves judged adequate to resume distributions
to the partners.
<PAGE>
Long-term liquidity:
-------------------
Only one property, Southpointe Plaza Shopping Center, is encumbered with
mortgage debt. the Partnership will attempt to obtain refinancing or extension
of the mortgage note when it matures in 1997.
While the outlook for maintenance of adequate levels of liquidity is favorable,
should operations deteriorate and present cash resources become insufficient to
fund current needs, the Partnership would require other sources of working
capital. No such sources have been identified. The Partnership has no
established lines of credit from outside sources. Other possible actions to
resolve cash deficiencies include refinancings, deferral of capital expenditures
on Partnership properties except where improvements are expected to increase the
competitiveness and marketability of the properties, arranging financing from
affiliates or the ultimate sale of the properties. Sales and refinancings are
possibilities only, and there are at present no plans for any such sales or
refinancings.
The General Partner has established a revolving credit facility not to exceed
$5,000,000 in the aggregate which is available on a "first-come, first-served"
basis to the Partnership and other affiliated partnerships if certain conditions
are met. Borrowings under the facility may be used to fund deferred maintenance,
refinancing obligations and working capital needs. There is no assurance that
the Partnership will receive any funds under the facility because no amounts are
reserved for any particular partnership. As of June 30, 1995, $2,362,004
remained available for borrowing under the facility; however, additional funds
could become available as other partnerships repay existing borrowings.
<PAGE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
--------------------------
On an unsolicited basis, High River Limited Partnership ("High River"), a
partnership controlled by Carl Icahn, announced that it has commenced an offer
to purchase 18,000 units of limited partnership interest in the Partnership
(approximately 45% of the Partnership's units) at $105.36 per unit. High River
has stated that the offer is being made an "an investment." The tender offer is
due to expire on August 31, 1995, unless extended.
The General Partner, with assistance from its advisors, is in the process of
evaluating the tender offer from a number of important standpoints and will
report to the limited partners its position with respect to such offer.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
------ --------------------------------
(a) Exhibits.
<TABLE>
Exhibit
Number Description
------- -----------
<S> <C>
4. Amended and Restated Limited Partnership Agreement dated March 30, 1992.
(Incorporated by reference to the Current Report of the registrant on Form 8-K
dated March 30, 1992, as filed on April 10, 1992).
4.1 Amendment No. 1 to the Amended and Restated Limited Partnership Agreement of
McNeil Real Estate Fund XXIV, L.P. dated June 1995.
11. Statement regarding computation of Net Income per Limited Partnership Unit:
Net income partnership unit is computed by dividing net income allocated to the
limited partners by the number of limited partnership units outstanding. Per unit
information has been computed based on 40,000 limited partnership units outstanding
in 1995 and 1994.
</TABLE>
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during
the quarter ended June 30, 1995.
<PAGE>
MCNEIL REAL ESTATE FUND XXIV, L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
<TABLE>
<S> <C>
McNEIL REAL ESTATE FUND XXIV, L.P.
By: McNeil Partners, L.P., General Partner
By: McNeil Investors, Inc., General Partner
August 14, 1995 By: /s/ Donald K. Reed
------------------------------ --------------------------------------
Date Donald K. Reed
President and Chief Executive Officer
August 14, 1995 By: /s/ Robert C. Irvine
------------------------------ ---------------------------------------
Date Robert C. Irvine
Chief Financial Officer of McNeil Investors, Inc.
Principal Financial Officer
August 14, 1995 By: /s/ Carol A. Fahs
------------------------------ ---------------------------------------
Date Carol A. Fahs
Chief Accounting Officer of McNeil Real Estate
Management, Inc.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 2,317,238
<SECURITIES> 0
<RECEIVABLES> 969,863
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 67,367,512
<DEPRECIATION> (20,516,040)
<TOTAL-ASSETS> 51,004,398
<CURRENT-LIABILITIES> 0
<BONDS> 15,847,689
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 51,004,398
<SALES> 3,650,079
<TOTAL-REVENUES> 3,751,335
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,012,004
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 525,424
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (786,093)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
McNEIL REAL ESTATE FUND XXVI, L.P.
This Amendment No. 1 ("Amendment") to the Amended and Restated Limited
---------
Partnership Agreement of McNeil Real Estate Fund XXVI, L.P., a California
limited partnership (the "Partnership"), dated as of the 30th day of March, 1992
-----------
(the "Partnership Agreement"), is made as of the date hereinafter set forth by
----------------------
and among McNeil Partners, L.P., a Deleware limited partnership, as general
partner (the "General Partner") and the limited partners of the Partnership (the
---------------
"Limited Partners"). Capitalized terms not otherwise defined herein shall have
-----------------
the meanings ascribed to them in the Partnership Agreement.
RECITALS
WHEREAS, the General Partner and the Limited Partners entered into the
Partnership Agreement as of the Restructuring Date following the approval by the
Limited Partners of a restructuring of the Partnership; and
WHEREAS, pursuant to Paragraph 16.7 of the Partnership Agreement, the
General Partner has the authority to amend the Partnership Agreement without the
consent of the Limited Partners to cure an ambiguity or correct or supplement an
inconsistency in the Partnership Agreement; and
WHEREAS, the General Partner desires to amend the Partnership Agreement
to cure and correct an ambiguity/inconsistency with respect to distributions;
and
WHEREAS, pursuant to the authority granted to the General Partner in
Paragraphs 16.7 and 21 of the Partnership Agreement, the General Partner, on
behalf of all Partners, is permitted to make this Amendment, without the consent
of the Limited Partners;
NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:
1. Paragraphs 2.1.6 and 2.1.13 are hereby amended and restated in
their entirety as follows:
"2.1.6. "Cash Flow" for any year shall mean the excess of cash
receipts from all sources (other than cash receipts from Partnership
Advances and from any Sale or Refinancing) over the sum of (A) cash
disbursements, including cash disbursements for (i) capital
improvements, (ii) unscheduled principal reductions and balloon
payments and payments upon maturity of any mortgage notes payable, and
(iii) repayment of Partnership Advances and (B) an allowance for
reserves as determined in the discretion of the General Partner.
2.1.13. "Distributable Cash" shall mean for any year
an amount equal to the sum of (i) the Partnership's cash balance at the
beginning of the year, (ii) Cash Flow and (iii) Cash From Sales or
Refinancing."
2. This Amendment shall be effective as of the Restructuring Date.
3. Except as modified by this Amendment, the Partnership Agreement
remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the ___ day of June, 1995.
<TABLE>
<S> <C>
GENERAL PARTNER: LIMITED PARTNERS:
McNEIL PARTNERS, L.P. All Limited Partners pursuant
to Powers of Attorney and
By: McNEIL INVESTORS, INC., authorization granted and
its general partner delivered to the General Partner
pursuant to Paragraph 21 of the
By: /s/ Donald K. Reed Partnership Agreement
-------------------------------
Name: Donald K. Reed
Title: President By: McNEIL PARTNERS, L.P.
By: McNEIL INVESTORS, INC.,
its general partner
By: /s/ Donald K. Reed
------------------------------
Name: Donald K. Reed
Title: President
</TABLE>
