UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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
For the transition period from ________ to ________.
Commission File Number 0-18149
DEAN WITTER REALTY YIELD PLUS II, L.P.
(Exact name of registrant as specified in governing instrument)
Delaware 13-3469111
(State of organization) (IRS Employer Identification No.)
2 World Trade Center, New York, NY 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 392-1054
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None 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 Exchange 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART I.
ITEM 1. BUSINESS.
The Registrant, Dean Witter Realty Yield Plus II, L.P. (the
"Partnership"), is a limited partnership formed in February 1988 under
the laws of the State of Delaware for the purpose of investing in income-
producing commercial and industrial properties. The primary investments
are a participating mortgage loan, real estate and a land lease.
The Managing General Partner of the Partnership is Dean Witter
Realty Yield Plus II Inc. (the "Managing General Partner"), a Delaware
corporation which is wholly-owned by Dean Witter Realty Inc. ("Realty").
The Associate General Partner is Dean Witter Realty Yield Plus Associates
II, L.P., a Delaware limited partnership, the general partner of which
is the Managing General Partner. The Managing General Partner manages
and controls all aspects of the business of the Partnership. The terms
of transactions between the Partnership and its affiliates are set forth
below in footnote 7 to the financial statements included in Item 8 and
in Item 13.
The Partnership issued 173,164 units of limited partnership interest
(the "Units") at $500 per Unit for $86,582,000. The offering has been
terminated and no additional Units will be sold.
The proceeds from the offering were used to make investments in
three participating mortgage loans and land leases secured by interests
in three office buildings, one industrial property, and an office and
parking garage complex. The Partnership subsequently acquired the real
estate securing all but one of the foregoing loans through foreclosure
or transfers of ownership in lieu of foreclosure. The Partnership's
properties and investment in a participating mortgage loan are described
in Item 2 below.
The Partnership considers its business to include one industry
segment, investment in real property. Financial information regarding
the Partnership is in the Partnership's financial statements in Item 8
below.
The Partnership's real property investments are subject to
competition from similar types of properties in the vicinities in which
they are located. Further information regarding competition and market
conditions where the Partnership's properties are located is set forth
in Item 7. "Management's Discussion and Analysis of Financial Condition
and Results of Operations".
The Partnership has no employees.
All of the Partnership's business is conducted in the United States.
ITEM 2. PROPERTIES.
The Partnership's principal offices are located at Two World Trade
Center, New York, New York 10048. The Partnership has no other offices.
The Partnership owns directly or through a partnership interest
the following three interests in real estate and real estate loans.
Generally, the leases pertaining to the properties provide for pass-
throughs to the tenants of their pro-rata share of certain operating
expenses. In the opinion of the Managing General Partner, all of the
properties are adequately covered by insurance.
<TABLE>
<CAPTION>
Year(s) Initial Net Rentable
Completed/ Investment Area
Property, location and type Acquired ($000) (000 sq. ft.) Type of Investment
<S>
2600 Michelson Drive <C> <C> <C> <C>
Irvine, CA 1986/1988 $34,300 392 A 49.19% general part-
Three office buildings nership interest in
a partnership which
holds fee ownership
of land and improve-
ments.1
Century Alameda Distribution 1989,90/1988 $12,400 464 Fee interest in
Center, building and leashold
Lynwood, CA interest in land.
Industrial building
One Congress Street, 1990,91/1989 $24,850 office-246 42% of a permanent
Boston, MA retail-37 second mortgage loan.2
Office building and garage
1. Dean Witter Realty Yield Plus, L.P. ("Yield Plus"), an affiliate of the Partnership, owns the
remaining 50.81% general partnership interest. The total initial investment in the property was
approximately $71 million.
2. Yield Plus provided the remaining 58% of the loan.
</TABLE>
Each property has been built with on-site parking facilities.
An affiliate of Realty is the property manager for 2600 Michelson
Drive and the Century Alameda Distribution Center.
Further information relating to the Partnership's properties is
included in Item 7 and footnotes 4 and 5 to the financial statements
included in Item 8 below.
ITEM 3. LEGAL PROCEEDINGS.
On December 27, 1995, a class action lawsuit (the "Grigsby Action")
naming various public real estate partnerships sponsored by Realty
(including the Partnership and its Managing General Partner and Associate
General Partner), Realty, Dean Witter Reynolds Inc. and others as
defendants was filed in Superior Court in California. The complaint
alleges fraud, negligent misrepresentation, intentional and negligent
breach of fiduciary duty, unjust enrichment and related claims and seeks
compensatory and punitive damages in unspecified amounts and injunctive
and other equitable relief. The defendants have removed the case to the
United States District Court for the Southern District of California.
The parties have signed a stipulation requesting that the action be
transferred to the United States District Court for the Southern District
of New York. The defendants have not yet responded to the complaint and
intend to vigorously defend the action.
On February 14, 1996, a class action lawsuit (the "Schectman Action")
naming various public real estate partnerships sponsored by Realty
(including the Partnership and its Managing General Partner), Realty,
Dean Witter, Discover & Co., and Dean Witter Reynolds Inc. as defendants
was filed in the Chancery Court of Delaware for New Castle County. The
complaint alleges reckless and/or negligent misrepresentation and
nondisclosure, breach of fiduciary duty and related claims and seeks an
accounting of profits and rescissory and/or compensatory damages in
unspecified amounts. The defendants have not yet responded to the
complaint and intend to vigorously defend the action.
On February 23, 1996, a class action lawsuit (the "Dosky Action") naming
various public real estate partnerships sponsored by Realty (including
the Partnership and its Managing General Partner), Realty, Dean Witter,
Discover & Co., Dean Witter Reynolds Inc. and others as defendants was
filed in the Chancery Court of Delaware for New Castle County. The
complaint alleges breach of fiduciary duty and seeks an accounting of
profits, compensatory damages in unspecified amounts, possible
liquidation of the Partnership under a receiver's supervision and other
equitable relief. The defendants have not yet responded to the complaint
and intend to vigorously defend the action.
On February 29, 1996, a class action lawsuit (the "Segel Action") naming
various public real estate partnerships sponsored by Realty (including
the Partnership and its Managing General Partner), Realty, Dean Witter,
Reynolds Inc., Dean Witter, Discover & Co. and others as defendants was
filed in the Chancery Court of Delaware for New Castle County. The
complaint alleges breach of fiduciary duty and seeks an accounting of
profits, compensatory damages in unspecified amounts, possible
liquidation of the Partnership under a receiver's supervision and other
equitable relief. The defendants have not yet responded to the complaint
and intend to vigorously defend the action.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted during the fourth quarter of the fiscal year
to a vote of Unit holders.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
An established public trading market for the Units does not exist,
and it is not anticipated that such a market will develop in the future.
Accordingly, information as to the market value of a Unit at any given
date is not available. However, the Partnership does allow limited
partners (the "Limited Partners") to transfer their Units if a suitable
buyer can be located.
As of March 18, 1996, there were 8,394 holders of limited partnership
interests.
The Partnership is a limited partnership and, accordingly, does not
pay dividends. It does, however, make quarterly distributions of cash
to its partners. Pursuant to the Partnership Agreement, distributable
cash, as defined, is paid 90% to the Limited Partners and 10% to the
general partners (the "General Partners").
The Managing General Partner was obligated to (a) defer receipt of
its share of distributable net cash flow, and (b) contribute additional
capital to the Partnership, sufficient to fund any shortfalls between
cash flow and a 7.5% annual distribution rate to Limited Partners during
the offering period (which ended March 1990), and the twelve quarters
thereafter. During the offering period, the Managing General Partner
deferred receipt of distributions totalling $3,713,000, but was not
required to make any additional capital contributions. Thereafter, the
Managing General Partner contributed $2,003,710, $2,390,521 and $412,838
with respect to the years ended March 31, 1993, 1992 and 1991,
respectively. The amounts with respect to the years ended March 31, 1992
and 1991 were paid in 1992.
During the year ended December 31, 1995, the Partnership paid
quarterly cash distributions aggregating $16.25 per Unit to Limited
Partners. The total distribution amounted to $3,126,572 with $2,813,915
distributed to the Limited Partners and $312,657 distributed to the
General Partners.
During the year ended December 31, 1994, the Partnership paid
quarterly cash distributions aggregating $20 per Unit to Limited
Partners. The total distribution amounted to $3,848,088, with $3,463,279
distributed to the Limited Partners and $384,809 distributed to the
General Partners.
On January 29, 1996, the Partnership paid the fourth quarter
distribution of $3.125 per Unit to the Limited Partners. The cash
distribution aggregated $601,264 with $541,138 distributed to the Limited
Partners and $60,126 distributed to the General Partners.
The Partnership anticipates making regular distributions to its
partners in the future.
Sale or financing proceeds will be distributed, to the extent
available: first, 97% to the Limited Partners and 3% to the General
Partners until each Limited Partner has received a return of their
invested capital plus an amount sufficient to provide a 10% cumulative
annual return thereon; second, 100% to the General Partners until they
have received an amount equal to (i) any portion of their share of net
cash flow previously deferred and not distributed, and (ii) any
additional capital contributions made by the Managing General Partner to
fund distributions to the Limited Partners in respect of the 7.5% minimum
annual return described above; and third, 85% to the Limited Partners and
15% to the General Partners. To date, the Partnership has not
distributed any sale or financing proceeds.
Taxable income (subject to certain adjustments) will be allocated to
the partners in proportion to the distribution of distributable cash or
sale or financing proceeds, as the case may be (or 90% to the Limited
Partners and 10% to the General Partners if there is no distributable
cash or sale or financing proceeds). Tax losses, if any, will be
allocated 90% to the Limited Partners and 10% to the General Partners.
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. SELECTED FINANCIAL DATA.
The following sets forth a summary of the selected financial data for the
Partnership:
DEAN WITTER REALTY YIELD PLUS II, L.P.
Years ended December 31, 1995, 1994, 1993, 1992 and 1991
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C>
Total revenues $ 4,790,945 $ 4,232,379 $ 5,104,420 $ (6,910,371)2 $ 4,784,226
Net income (loss) $ 3,445,931 $ 2,396,809 $(6,602,459)1 $(10,632,326)2,3 $ 216,4704
Net income (loss) per
Unit of limited
partnership interest $ 17.91 $12.46 $(33.75) $ (61.40) $ 1.25
Cash distribution paid
per Unit of limited
partnership interest5 $16.25 $20.00 $28.75 $37.50 37.50
Total assets at December 31 $44,487,504 $44,411,118 $45,659,620 $55,657,048 $69,809,216
1. Includes a $9.8 million loss on impairment of the One Congress Street participating mortgage loan (see
item 7 and Note 4 to the financial statements).
2. Includes the Partnership's $11.9 million share of loss on impairment of its interest in the 2600 Michelson
Drive property.
3. Includes a $2.2 million loss on impairment of the Century Alameda property.
4. Includes a $3.7 million loss on foreclosure of the Century Alameda property.
5. Distributions paid to Limited Partners include a return of capital per Unit of limited partnership
interest of $7.54, $28.75, $37.50 and $36.25 for the years ended December 31, 1994, 1993, 1992 and 1991,
respectively, calculated as the excess of cash distributed per Unit over accumulated earnings per Unit
not previously distributed.
The above financial data should be read in conjunction with the financial statements and the related
notes appearing in Item 8.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership raised $86,582,000 through a public offering which
was terminated in 1990. The Partnership has no plans to raise additional
capital.
The Partnership committed the gross proceeds raised in the offering
to three investments. No additional investments are planned.
Many real estate markets are stabilizing or improving, primarily due
to the continued absence of significant construction activity. The
relative absence of office construction as well as growth in business
services has resulted in absorption of office space in cities such as
Boston (the location of One Congress Street). In contrast, office
vacancy levels in southern California (the location of 2600 Michelson
Drive) remained essentially unchanged from the prior year as certain
large corporations and financial companies continued to restructure and
consolidate their operations. In most markets, office construction is
limited to build-to-suit projects with significant pre-leasing. The
overall economic recovery and a lack of warehouse construction over the
past several years is benefiting industrial properties such as the
Century Alameda Distribution Center. Industrial vacancy rates have
declined nationally for the past six quarters. Most new warehouse
construction is on a build-to-suit basis.
The Partnership's liquidity depends upon the cash flow from
operations of its real estate investments, interest on the participating
mortgage loan and expenditures for tenant improvements and leasing
commissions in connection with the leasing of space. In 1995, both the
Century Alameda property and the Michelson joint venture generated
positive cash flow from operations, and it is anticipated that they will
continue to do so.
As of December 31, 1995, the Partnership has commitments to fund
approximately $282,000 at the Century Alameda property and to contribute
approximately $1,055,000 to DW Michelson Associates, primarily for lease-
related capital expenditures.
Since existing cash reserves were projected to be insufficient to
fund all of the anticipated costs of the properties owned by the
Partnership and to accumulate reserves for future contingencies, the
Partnership reduced its cash distribution from a 4% annual rate to 2.5%
beginning with the second quarter 1995 distribution, which was paid in
July.
During the year ended December 31, 1995, Partnership cash flows from
operations and distributions from DW Michelson Associates exceeded
distributions to investors, capital expenditures and contributions to DW
Michelson Associates. The Partnership expects that such cash flows and
increased cash reserves resulting from the above-mentioned reduction of
the distribution rate will be sufficient to fund capital expenditures,
contributions to DW Michelson Associates and cash distributions in 1996.
The Partnership's participating mortgage loan is secured by the One
Congress Street property. The General Services Administration ("GSA"),
which leases all of the office space at the property, had a one-time
option to cancel all or a portion of its lease at any time prior to its
lease expiration in August 1997. In March 1996, GSA notified the
owner/borrower of the One Congress Street property that it will vacate
approximately 67,500 Square feet (approximately 28%) of the office space
at the property in June 1996. The borrower continues discussions with
the GSA regarding renewal of its remaining space at the property as well
as the pending claim against the GSA relating to the original
construction of its space. If the borrower can not re-lease the space
which GSA will vacate, property cash flow will be reduced, and the
borrower may not be able to meet its minimum debt service obligation.
See Note 4 to the consolidated financial statements.
On January 29, 1996, the Partnership paid a cash distribution of
$3.125 per Unit to the Limited Partners. The cash distribution
aggregated $601,264 with $541,138 distributed to the Limited Partners and
$60,126 distributed to the General Partners.
Except as discussed above and in the financial statements, the
Managing General Partner is not aware of any trends or events,
commitments or uncertainties that will have a material impact on
liquidity.
Operations
Fluctuations in the Partnership's operating results for the year
ended December 31, 1995 compared to 1994, and for 1994 compared to 1993
were primarily attributable to the following:
Rental income increased in 1995 compared to 1994 due to higher
occupancy at the Century Alameda property resulting from the leasing to
Goldenberg Plywood of approximately 28% of the space which had been
vacant from April 1994 until July 1995. The space was vacant as a result
of a tenant eviction in 1994.
The increase in equity in earnings of the unconsolidated partnership
in 1995 compared to 1994 resulted from higher rental income because of
the leasing of 22% of the property's vacant space to AVCO Financial and
lower property operating expenses (resulting from a significant refund
of prior year real estate taxes). The increase was partially offset by
higher depreciation and amortization on expenditures for tenant
improvements and leasing commissions. The decrease in 1994 compared to
1993 is due to lower rental income at 2600 Michelson Drive in 1994.
The decrease in interest and other income in 1994 compared to 1993
was primarily due to a fee reimbursement of approximately $219,000
relating to the One Congress Street investment in 1993.
The decreases in property operating expenses in 1995 compared to
1994 and in 1994 compared to 1993 are primarily due to the absence in
1995 of provisions made in 1994 and 1993 for uncollectible rents from a
large tenant that was evicted from the Century Alameda property in April
1994.
The loss on impairment of the participating mortgage loan consists
of the provision for loss on the One Congress Street loan in 1993.
A summary of the office, retail and industrial building markets
where the Partnership's properties, and the property underlying the
Partnerships' investment in a participating mortgage loan are located,
and the performance of each property, is as follows:
There has been no significant new construction in the industrial
building market in Lynwood, California, the location of the Century
Alameda Distribution Center. The number of tenants seeking larger space
in this market has increased from a year ago, and the recent completion
of the Century Freeway is anticipated to increase demand. As a result,
space in this market is being absorbed at a slow and steady pace, and the
current vacancy rate in this market is 9.5%. During 1995, average
occupancy at the property was 86%, and at December 31, 1995, the property
was 100% leased to 3 tenants. The leases of Goldenberg Plywood (for
approximately 65% of the property's space), Tools Exchange (for
approximately 22% of the property's space) and California Feather and
Down (for approximately 13% of the space) expire in 2000, 1997 and 1997,
respectively.
Favorable lease rates are attracting tenants to the office market in
Irvine, California, the location of 2600 Michelson Drive, where the
market vacancy rate is approximately 15%. The steady absorption of space
and the lack of new construction are leading to a tightening of available
quality office space in this market. During 1995, average occupancy at
the property was 87%, and at December 31, 1995,the property was 92%
leased to 41 tenants. The lease of AVCO Financial (for approximately 22%
of the property's space) expires in 2002. No other significant leases
are scheduled to expire in the near future.
The vacancy level in the Boston office market, the location of One
Congress Street, is approximately 10%, a decrease from approximately 12%
at the beginning of the year. However, recent leasing activity has
slowed from the 1994 pace and consolidations of banks with major office
leases in Boston may add additional space to this market. The property
may be affected by this because GSA has announced it will vacate 67,500
square feet of the property's space in June 1996 and its lease on the
remaining space terminates in August 1997. Also, the retail space has
been difficult to lease. During 1995, occupancy at the office and garage
space remained at 100% and the retail space, which is not a significant
portion of the overall space, is substantially vacant.
Inflation
Inflation has been consistently low during the periods presented in
the financial statements and, as a result, has not had a significant
effect on the operations of the Partnership or its properties.
<PAGE>
<TABLE>
<CAPTION>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
DEAN WITTER REALTY YIELD PLUS II, L.P.
INDEX
(a) Financial statements Page
<S> <C>
Independent Auditors' Report 1995-1994 12
Independent Auditors' Report 1993 13
Balance Sheets at December 31, 1995 and 1994 14
Statements of Operations for the years ended December 31,
1995, 1994 and 1993 15
Statements of Partners' Capital for the years
ended December 31, 1995, 1994 and 1993 16
Statements of Cash Flows for the years ended December 31,
1995, 1994 and 1993 17
Notes to Financial Statements 18-25
(b) Financial statement schedules
Real Estate and Accumulated Depreciation III 32-33
All schedules other than those indicated above have been omitted because either
the required information is not applicable or the information is shown in the
financial statements or notes thereto.
/TABLE
<PAGE>
Independent Auditors' Report
The Partners
Dean Witter Realty Yield Plus II, L.P.
We have audited the accompanying balance sheets of Dean Witter Realty
Yield Plus II, L.P. (the "Partnership") as of December 31, 1995 and 1994,
and the related statements of operations, partners' capital and cash
flows for the years then ended. Our audits also included the financial
statement schedule III. These financial statements and the financial
statement schedule are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements and the financial statement 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 management, 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 Dean Witter
Realty Yield Plus II, L.P. as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended,
in conformity with generally accepted accounting principles. Also, in
our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
Deloitte & Touche LLP
/s/Deloitte & Touche LLP
New York, New York
March 27, 1996<PAGE>
Independent Auditors' Report
The Partners
Dean Witter Realty Yield Plus II, L.P.
We have audited the accompanying consolidated statements of operations,
changes in partners' capital (deficiency) and cash flows of Dean Witter
Realty Yield Plus II, L.P. and consolidated partnerships for the year
ended December 31, 1993. These consolidated financial statements are the
responsibility of the Partnership's management. Our responsibility is
to express an opinion on these consolidated financial statements based
on our audit.
We conducted our audit 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 management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and
cash flows of Dean Witter Realty Yield Plus II, L.P. and consolidated
partnerships for the year ended December 31, 1993, in conformity with
generally accepted accounting principles.
/s/KPMG Peat Marwick
KPMG Peat Marwick LLP
New York, New York
March 25, 1994
<PAGE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY YIELD PLUS II, L.P.
BALANCE SHEETS
December 31, 1995 and 1994
1995 1994
ASSETS
<S> <C> <C>
Investment in participating mortgage
loan, net of allowance of $9,787,750 $15,232,767 $15,232,767
Investment in unconsolidated partnership 19,566,955 19,833,854
Building, at cost, net of accumulated
depreciation of $824,572 and
$647,256 6,268,052 6,445,368
Cash and cash equivalents 2,233,451 2,057,891
Deferred expenses, net 775,682 765,414
Other assets 410,597 75,824
$44,487,504 $44,411,118
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and other liabilities $ 297,227 $ 537,451
Security deposits 97,919 100,668
395,146 638,119
Partners' capital:
General partners 3,744,941 3,713,005
Limited partners ($500 per Unit, 173,164 Units
issued) 40,347,417 40,059,994
Total partners' capital 44,092,358 43,772,999
$44,487,504 $44,411,118
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY YIELD PLUS II, L.P.
STATEMENTS OF OPERATIONS
Years ended December 31, 1995, 1994 and 1993
1995 1994 1993
<S> <C> <C> <C>
Revenues:
Interest on participating mortgage loan $ 1,988,000 $ 2,010,701 $ 2,010,679
Rental 1,635,640 1,389,548 1,427,034
Equity in earnings of unconsolidated
partnership 1,064,862 710,288 1,372,107
Interest and other 102,443 121,842 294,600
4,790,945 4,232,379 5,104,420
Expenses:
Property operating 662,219 1,132,495 1,209,493
Depreciation and amortization 377,320 392,000 363,055
General and administrative 305,475 311,075 346,581
Loss on impairment of participating
mortgage loan - - 9,787,750
1,345,014 1,835,570 11,706,879
Net income (loss) $ 3,445,931 $ 2,396,809 $ (6,602,459)
Net income (loss) allocated to:
Limited partners $ 3,101,338 $ 2,157,128 $ (5,844,927)
General partners 344,593 239,681 (757,532)
$ 3,445,931 $ 2,396,809 $ (6,602,459)
Net income (loss) per Unit of limited
partnership interest $ 17.91 $ 12.46 $(33.75)
See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY YIELD PLUS II, L.P.
STATEMENTS OF PARTNERS' CAPITAL
Years ended December 31, 1995, 1994 and 1993
Limited General
Partners Partners Total
<S> <C> <C> <C>
Partners' capital at
January 1, 1993 $52,189,536 $2,804,359 $54,993,895
Net loss (5,844,927) (757,532) (6,602,459)
Capital contributions - 2,003,710 2,003,710
Cash distributions (4,978,464) (192,404) (5,170,868)
Partners' capital at
December 31, 1993 41,366,145 3,858,133 45,224,278
Net income 2,157,128 239,681 2,396,809
Cash distributions (3,463,279) (384,809) (3,848,088)
Partners' capital at
December 31, 1994 40,059,994 3,713,005 43,772,999
Net income 3,101,338 344,593 3,445,931
Cash distributions (2,813,915) (312,657) (3,126,572)
Partners' capital at
December 31, 1995 $40,347,417 $3,744,941 $44,092,358
See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
DEAN WITTER REALTY YIELD PLUS II, L.P.
STATEMENTS OF CASH FLOWS
Years ended December 31, 1995, 1994 and 1993
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 3,445,931 $ 2,396,809 $(6,602,459)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 377,320 392,000 363,055
Equity in earnings of unconsolidated partnership (1,064,862) (710,288) (1,372,107)
Loss on impairment of participating mortgage loan - - 9,787,750
(Increase) decrease in operating assets:
Deferred expenses (210,272) (177,646) (166,621)
Other assets (334,773) (21,696) 466,516
Increase (decrease) in operating liabilities:
Accounts payable and other liabilities (240,224) 244,777 (227,811)
Security deposits (2,749) (42,000) -
Net cash provided by operating activities 1,970,371 2,081,956 2,248,323
Cash flows from investing activities:
Contributions to unconsolidated partnership (489,992) (989,425) -
Distributions from unconsolidated partnership 1,821,753 1,357,785 1,716,964
Net cash provided by investing activities 1,331,761 368,360 1,716,964
Cash flows from financing activities:
Cash distributions (3,126,572) (3,848,088) (5,170,868)
Capital contributions - - 2,003,710
Net cash used in financing activities (3,126,572) (3,848,088) (3,167,158)
Increase (decrease) in cash and cash equivalents 175,560 (1,397,772) 798,129
Cash and cash equivalents at beginning of year 2,057,891 3,455,663 2,657,534
Cash and cash equivalents at end of year $ 2,233,451 $ 2,057,891 $ 3,455,663
See accompanying notes to financial statements.
/TABLE
<PAGE>
DEAN WITTER REALTY YIELD PLUS II, L.P.
Notes to Financial Statements
1. The Partnership
Dean Witter Realty Yield Plus II, L.P. (the "Partnership") is a limited
partnership organized under the laws of the State of Delaware in 1988.
The Managing General Partner of the Partnership is Dean Witter Realty
Yield Plus II Inc., which is wholly-owned by Dean Witter Realty Inc.
("Realty").
The Partnership was formed to invest in the development and operation of
income-producing commercial and industrial properties.
The Partnership issued 173,164 units of limited partnership interest (the
"Units") for $86,582,000. No additional Units will be sold.
2. Summary of Significant Accounting Policies
The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes. The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The Partnership's 49.19% interest in DW Michelson Associates is accounted
for on the equity method.
Real estate, all of which was acquired in settlement of loans, was
recorded at the lower of the book value of the investment or estimated
fair value of the property at the date of foreclosure. Costs of
improvements to the properties are capitalized, and repairs are expensed.
Depreciation is recorded on the straight-line method over approximately
40 years.
At least annually, and more often if circumstances dictate, the
Partnership evaluates the recoverability of the net carrying value of its
real estate. As part of this evaluation, the fair values of each of the
properties are estimated (in some cases with the assistance of
independent real estate consultants) based on discounted cash flows. The
fair values are compared to the properties' carrying amounts in the
financial statements. A deficiency in fair value relative to carrying
amount is an indication of the need for a writedown due to impairment.
In such case, the expected future net cash flows from the property are
estimated for a period of approximately five years (or a shorter period
if the Partnership expects that the property may be disposed of sooner),
along with estimated sales proceeds at the end of the period. If the
total of these future undiscounted cash flows were less than the carrying
amount of the property, the property would be written down to its fair
value, and a loss on impairment recognized by a charge to earnings. The
Partnership's accounting policy complies with Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of".
The Partnership also periodically evaluates the collectibility of both
interest and principal of its investment in participating mortgage loan
to determine whether it is impaired. The mortgage loan is considered to
be impaired when, based on current information and events, it is probable
that the Partnership will be unable to collect all amounts due according
to the existing contractual terms of the loan. When the mortgage loan
is considered to be impaired, the Partnership establishes a valuation
allowance equal to the difference between a) the carrying value of the
loan, and b) the present value of the expected cash flows from the loan
at its effective interest rate, or, for practical purposes, at the
estimated fair value of the real estate collateralizing the loan. The
Partnership's accounting policy complies with Statements of Financial
Accounting Standards No. 114 and No. 118 with respect to accounting by
creditors for impairment of a loan.
Because the determination of fair value is based upon projections of
future economic events such as property occupancy rates, rental rates,
operating cost inflation and market capitalization rates which are
inherently subjective, the amounts ultimately realized at disposition may
differ materially from the net carrying value as of December 31, 1995.
The cash flows used to determine fair value are based on good faith
estimates and assumptions developed by the Managing General Partner.
Unanticipated events and circumstances may occur and some assumptions may
not materialize; therefore actual results may vary from the estimates and
the variances may be material. The Partnership may provide additional
writedowns, which could be material in subsequent years if real estate
markets or local economic conditions change.
Cash and cash equivalents consist of cash and highly liquid investments
with maturities, when purchased, of three months or less.
Deferred expenses consist of origination fees in connection with the
mortgage loan, and leasing commissions. Origination fees are amortized
over the loan term, which approximates the effective yield method.
Leasing commissions are amortized over the applicable lease terms.
Rental income is accrued on a straight-line basis over the terms of the
leases. Accruals in excess of amounts payable by tenants pursuant to
their leases (resulting from rent concessions or rents which periodically
increase over the term of a lease) are recorded as receivables and
included in other assets.
Net income (loss) per Unit amounts are calculated by dividing net income
(loss) allocated to Limited Partners, in accordance with the Partnership
Agreement, by the weighted average number of Units outstanding.
No provision for income taxes has been made in the financial statements,
since the liability for such taxes is that of the partners rather than
the Partnership.
The accounting policies used for tax reporting purposes differ from those
used for financial reporting as follows: (a) depreciation is calculated
using accelerated methods, (b) rental income is recognized based on the
payment terms in the applicable leases, and (c) writedowns for
impairments of real estate and the participating mortgage loan are not
deductible. In addition, offering costs are treated differently for tax
and financial reporting purposes. The tax basis of the Partnership's
assets and liabilities is approximately $38.7 million higher than the
amounts reported for financial statement purposes at December 31, 1995.
3. Partnership Agreement
The Partnership Agreement provides that net cash flow, as defined, will
be paid 90% to the Limited Partners and 10% to the General Partners.
However, the Managing General Partner was obligated to (a) defer receipt
of its share of distributable net cash flow, and (b) contribute
additional capital to the Partnership, sufficient to fund any shortfalls
between cash flow and a 7.5% annual distribution rate to Limited
Partners' during the offering period and the twelve quarters thereafter.
No additional capital contributions were required during the offering
period, which ended in March 1990. The Managing General Partner deferred
receipt of distributions, totalling $3,713,000 through March 31, 1993,
and contributed $2,003,710, $2,390,521 and $412,838 with respect to the
years ended March 31, 1993, 1992 and 1991, respectively.
Sale or financing proceeds will be distributed, to the extent available:
first, 97% to the Limited Partners and 3% to the General Partners until
each Limited Partner has received a return of their invested capital plus
an amount sufficient to provide a 10% cumulative annual return thereon;
second, 100% to the General Partners until they have received an amount
equal to (i) any portion of their share of net cash flow previously
deferred and not distributed, and (ii) any additional capital
contributions made by the Managing General Partner to fund distributions
to the Limited Partners in respect of the 7.5% minimum annual return
described above; and third, 85% to the Limited Partners and 15% to the
General Partners.
Taxable income (subject to certain adjustments) will be allocated to the
partners in proportion to the distribution of distributable cash or sale
or financing proceeds, as the case may be (or 90% to the Limited Partners
and 10% to the General Partners if there is no distributable cash or sale
or financing proceeds). Tax losses, if any, will be allocated 90% to the
Limited Partners and 10% to the General Partners.
Distributions paid to limited partners include returns of capital per
Unit of limited partnership interest of $7.54 and $28.75 for the years
ended December 31, 1994 and 1993, respectively, calculated as the excess
of cash distributed per Unit over accumulated earnings per Unit not
previously distributed.
4. Investment in Participating Mortgage Loan
One Congress Street, Boston, Massachusetts
In 1989, the Partnership and Dean Witter Realty Yield Plus, L.P. ("Yield
Plus"), an affiliate, entered into an agreement to provide $59.2 million
of participating mortgage construction and permanent financing for the
One Congress Street building. As modified in 1991 and 1993, the
investment is a 10-year permanent second mortgage loan. Base interest
is payable at 8% and the first $250,000 of net revenues in any calendar
year from the property is payable as Additional Interest. Also, the
Partnership and Yield Plus own a 58% interest in adjusted net revenue and
capital proceeds generated by the property.
The Partnership and Yield Plus have fully funded their commitments of
$24.85 and $34.35 million, respectively.
The Partnership's participating mortgage loan is secured by the One
Congress Street property. The General Services Administration ("GSA"),
leasee of all of the office space at the property, had a one-time option
to cancel all or a portion of its lease at any time prior to its lease
expiration in August 1997. In March 1996, GSA notified the owner/borrower
of the One Congress Street property that it will vacate approximately
67,500 Square feet (approximately 28%) of the office space at the
property in June 1996. The borrower continues discussions with the GSA
regarding renewal of its remaining space at the property as well as the
pending claim against the GSA relating to the original construction of
its space. If the borrower can not re-lease the space which GSA will
vacate, property cash flow will be reduced, and the borrower may not be
able to meet its minimum debt service obligation.
In 1993, the Partnership concluded that the value of the One Congress
Street property and the Partnership's related loan were impaired.
Accordingly, as of December 31, 1993, the Partnership established an
allowance of $9,787,750 against the loan.
One of the general partners of the borrower filed a voluntary petition
under Chapter 11 of the Bankruptcy Code in 1991. This matter constitutes
an event of default under the first and second mortgage loans. However,
neither the first mortgage lender (Aetna Life and Casualty) nor the
Partnership has declared a default. The ultimate impact of the
bankruptcy on the loan is uncertain.
The estimated fair value of the Partnership's loan at December 31, 1995
is approximately $14.7 million. The fair value estimate is based on the
net present value of the estimated future cash flows from the loan. The
discount rate used is based on current lending rates and market
conditions. The Partnership intends to hold the participating mortgage
loan to maturity.
5. Investment in Unconsolidated Partnership
2600 Michelson Drive, Irvine, California
DW Michelson Associates, a general partnership which is owned by Yield
Plus (50.81%) and the Partnership (49.19%) had made a land purchase, a
subsequent land lease, and a mortgage loan on 2600 Michelson Drive, an
office complex consisting of three office buildings and underlying land,
in 1988. The total investment in the property is approximately $71
million, of which the Partnership contributed $34.3 million. In 1990,
the borrower/land lessee defaulted on the loan and, in 1991, DW Michelson
effectively obtained ownership of the property. DW Michelson contributed
a portion of its loan as equity to the ownership entity, which is a
limited partnership of which DW Michelson is the managing general partner
and the principal of the original borrower is a limited partner. DW
Michelson receives interest on its loan, lease payments on the land and
a preferred return on its equity. DW Michelson also received a
promissory note of approximately $1.2 million from the borrower. In July
1994, the note, which was past due, was extended until December 31, 1999.
At December 31, 1995, the balance of this note was approximately $1.2
million.
<PAGE>
<TABLE>
<CAPTION>
Summarized balance sheet information of DW Michelson Associates is as
follows:
December 31,
Assets 1995 1994
<S> <C> <C>
Land and building, net $38,541,189 $37,921,203
Other 2,013,375 431,039
Total assets $40,554,564 $38,352,242
Liabilities and Partners' Capital
Liabilities $ 249,328 $ 223,374
Partners' capital 40,305,236 38,128,868
Total liabilities and partners'
capital $40,554,564 $38,352,242
</TABLE>
<TABLE>
<CAPTION>
Summarized results of operations of DW Michelson Associates are as follows:
Years ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Revenues:
Rental $ 6,181,349 $ 5,397,889 $ 6,361,835
Other 289,477 153,536 403,241
6,470,826 5,551,425 6,765,076
Expenses:
Property operating 2,154,797 2,947,794 2,803,892
Depreciation and amortization 2,151,236 1,159,663 1,171,781
4,306,033 4,107,457 3,975,673
Net income $ 2,164,793 $ 1,443,968 $ 2,789,403
An affiliate of the Managing General Partner manages the property.
6. Building
Century Alameda Distribution Center, Lynwood, CA
The building was acquired by deed-in-lieu of foreclosure in 1992. The land
underlying the building is leased from an unaffiliated party. The current
ground rent is approximately $547,000 a year, subject to graduated increases
until expiration of the lease in 2043.
</TABLE>
<PAGE>
7. Leases
Minimum future rental income under noncancellable operating leases as of
December 31, 1995 is as follows:
<TABLE>
<CAPTION>
Year ending December 31,
<C> <C>
1996 $1,406,564
1997 1,129,544
1998 854,063
1999 854,063
2000 854,063
Thereafter 3,843,285
</TABLE> $8,941,582
The Partnership has determined that all leases relating to its properties
are operating leases. Lease terms range from five to ten years, and
generally provide for fixed minimum rents with rental escalation and/or
expense reimbursement clauses.
8. Related Party Transactions
An affiliate of Realty provides property management services for 2600
Michelson Drive and the Century Alameda Distribution Center. For the
years ended December 31, 1995, 1994 and 1993, the affiliate received
property management fees of $106,543, $101,626 and $119,086,
respectively. These amounts are included in property operating expenses.
Realty performs administrative functions and processes certain investor
tax information for the Partnership. For each of the three years in the
period ended December 31, 1995, the Partnership incurred approximately
$212,000, for these services. These amounts are included in general and
administrative expenses.
As of December 31, 1995, the affiliates were owed a total of
approximately $102,000 for these services.
9. Litigation
Various public partnerships sponsored by Realty (including the
Partnership and its Managing General Partner) have been named as
defendants in four class actions lawsuits pending in state and federal
courts. The complaints allege a variety of claims, including breach of
fiduciary duty, fraud, misrepresentation and related claims, and seek
compensatory and other damages and equitable relief. The defendants have
not yet responded to the complaints and intend to vigorously defend the
actions. It is impossible to predict the effect, if any, the outcome of
these actions might have on the Partnership's financial statements.
10. Subsequent Event
On January 29, 1996, the Partnership paid a cash distribution of $3.125
per Unit to Limited Partners. The cash distribution aggregated $601,264
with $541,138 distributed to the Limited Partners and $60,126 distributed
to the General Partners.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Partnership is a limited partnership which has no directors
or officers.
The directors and executive officers of the Managing General
Partner are as follows:
<TABLE>
<CAPTION>
Position with the
Name Managing General Partner
<S> <S>
William B. Smith Chairman of the Board of Directors
E. Davisson Hardman, Jr. President and Director
Lawrence Volpe Controller, Assistant Secretary and Director
Ronald T. Carman Secretary and Director
</TABLE>
All of the directors have been elected to serve until the next
annual meeting of the shareholder of the Managing General Partner or
until their successors are elected and qualify. Each of the executive
officers has been elected to serve until his successor is elected and
qualifies.
William B. Smith, age 52, is a Managing Director of Dean Witter
Realty Inc. and has been with Dean Witter Realty Inc. since 1982. He is
an Executive Vice President of Dean Witter Reynolds Inc.
E. Davisson Hardman, Jr., age 46, is a Managing Director of Dean
Witter Realty Inc. and has been with Dean Witter Realty Inc. since 1982.
Lawrence Volpe, age 48, is a Director and the Controller of Dean
Witter Realty Inc. He is a Senior Vice President and Controller of Dean
Witter Reynolds, Inc., which he joined in 1983.
Ronald T. Carman, age 44, is a Director and the Secretary of Dean
Witter Realty, Inc. He is a Senior Vice President of Dean Witter,
Discover & Co. and Dean Witter Reynolds Inc., which he joined in 1984.
There is no family relationship among any of the foregoing persons.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The General Partners are entitled to receive cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of taxable income or tax loss. Descriptions of such distributions
and allocations are contained in Item 5 above. The General Partners
received cash distributions of $312,652, $384,809 and $192,404 during the
years ended December 31, 1995, 1994 and 1993, respectively.
The General Partners and their affiliates were paid certain fees and
reimbursed for certain expenses. Information concerning such fees and
reimbursements is contained in Note 8 to the Financial Statements in Item
8 above.
The directors and executive officers of the Partnership's Managing
General Partner received no renumeration from the Partnership.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) No person is known to the Partnership to be the beneficial
owner of more than five percent of the Units.
(b) The directors and executive officers of the Managing General
Partner own the following Units as of December 31, 1995:
<TABLE>
<CAPTION>
Amount and
Nature of
Title of Class Name of Beneficial Owner Beneficial Ownership
<S> <S> <S>
Limited William B. Smith *
Partnership
Interests E. Davisson Hardman, Jr. *
All directors and executive *
officers of the Managing
General Partner, as a group
*Owns, by virtue of ownership of limited partnership interests in the
Associate General Partner, less than 1% of the Units of the Partnership.
/TABLE
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
As a result of their being partners of a limited partnership which
is the limited partner of the Associate General Partner, certain current
and former officers and directors of the Managing General Partner also
own indirect partnership interests in the Partnership. The Partnership
Agreement of the Partnership provides that cash distributions and
allocations of income and loss to the general partners shall be
distributed or allocated 50% to the Managing General Partner and 50% to
the Associate General Partner. The General Partners' share of cash
distributions and income or loss is described in Item 5 above.
All of the outstanding shares of common stock of the Managing
General Partner are owned by Dean Witter Realty Inc., a Delaware
corporation which is a wholly-owned subsidiary of Dean Witter, Discover
& Co. The general partner of the Associate General Partner is the
Managing General Partner. The limited partner of the Associate General
Partner is LSYP 88, L.P., a Delaware limited partnership. Realty and
certain current and former officers and directors of the Managing General
Partner are partners of LSYP 88, L.P. Additional information with
respect to the directors and executive officers and compensation of the
Managing General Partner and affiliates is contained in Items 10 and 11
above.
The General Partners and their affiliates were paid certain fees and
reimbursed for certain expenses. Information concerning such fees and
reimbursements is contained in Note 8 to the Financial Statements in Item
8 above. The Partnership believes that the payment of fees and the
reimbursement of expenses to the General Partners and their affiliates
are on terms as favorable as would be obtained from unrelated third
parties.
The One Congress Street property was developed by a joint venture
between a Maryland-based developer and an entity comprised of former
Realty executives.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.
(a) The following documents are filed as part of this Annual Report:
1. Financial Statements (see Index to Financial Statements filed
as part of Item 8 of this Annual Report).
2. Financial Statement Schedules (see Index to Financial Statements
filed as part of Item 8 of this Annual Report).
3. Exhibits
(2) Not applicable.
(3)(a) Amended and Restated Agreement of Limited Partnership
dated as of June 24, 1988 set forth in Exhibit A to the
Prospectus included in Registration Statement Number 33-
20475 is incorporated herein by reference.
(3)(b) Certificate of Limited Partnership dated as of June 24,
1988 incorporated by reference in Registration Statement
Number 33-20475 is incorporated herein by reference.
(4)(a) Amended and Restated Agreement of Limited Partnership
dated as of June 24, 1988 set forth in Exhibit A to the
Prospectus included in Registration Statement Number 33-
20475 is incorporated herein by reference.
(4)(b) Certificate of Limited Partnership dated as of June 24,
1988 incorporated by reference in Registration Statement
Number 33-20475 is incorporated herein by reference.
(6) Not applicable.
(7) Not applicable
(9) Not applicable.
(10)(a) Partnership Agreement for DW Michelson Associates dated
March 14, 1988 was filed as Exhibit 10.1 (a) to Amendment
No. 1 to Registrant's Registration Statement on Form S-11
and is incorporated herein by reference.
(10)(b) First Mortgage Promissory Note, dated April 26, 1989,
between the Government Center Garage Realty Trust (Maker) and Dean
Witter Realty Yield Plus II, L.P. (Holder) was filed as Exhibit to
Amendment No. 2 to Current Report on Form 8-K on April 26, 1989 and
is incorporated herein by reference.
(10)(c) Construction Loan Agreement, dated April 26, 1989, between
Government Center Garage Realty Trust, as Borrower and
Dean Witter Realty Yield Plus, L.P. and Dean Witter Realty
Yield Plus II, L.P., as Lender was filed as Exhibit to
Amendment No. 2 to Current Report on Form 8-K on April 26,
1989 and is incorporated herein by reference.
(10)(d) Intercreditor Agreement among Dean Witter Realty Yield
Plus, L.P., Dean Witter Realty Yield Plus II, L.P., and
Realty Management Services Inc. dated as of April 26, 1989
was filed as Exhibit to Amendment No. 2 to Current Report
on Form 8-K on April 26, 1989 and is incorporated herein
by reference.
(10)(e) First Amendment to Construction Loan Agreement dated
October 12, 1989 between Government Center Garage Realty
Trust, as Borrower and Dean Witter Realty Yield Plus, L.P.
and Dean Witter Realty Yield Plus II, L.P., as Lender.
(10)(f) Amended and Restated Construction Loan/Office Loan
Promissory Note dated October 12, 1989 between Government
Center Garage Realty Trust (Maker) and Dean Witter Realty
Yield Plus II, L.P. (Holder).
(10)(g) Second Amendment to Construction Loan Agreement dated June
22, 1990 between Government Center Garage Realty Trust, as
Borrower and Dean Witter Realty Yield Plus, L.P. and Dean
Witter Realty Yield Plus II, L.P., as Lender.
(10)(h) First Amendment to Amended and Restated Construction
Loan/Office Loan Promissory Note dated June 22, 1990
between Government Center Garage Realty Trust (Maker) and
Dean Witter Realty Yield Plus II, L.P. (Holder).
(10)(i) Supplemental Loan Agreement dated September 20, 1993
between Government Center Garage Realty Trust, as Borrower
and Dean Witter Realty Yield Plus, L.P. and Dean Witter
Realty Yield Plus II, L.P., as Lender.
(10)(j) Second Amendment to Notes dated September 20, 1993 between
Government Center Garage Realty Trust (Maker) and Dean
Witter Realty Yield Plus, L.P. and Dean Witter Realty
Yield Plus II, L.P., (Holders).
(11) Not applicable.
(12) Not applicable.
(14) Not applicable.
(16) Not applicable
(21) Not applicable.
(27) Financial Data Schedule
(28) Not applicable.
(99) Not applicable.
(b) Reports on Form 8-K - Not applicable
(c) See paragraph (a) (3) above.
(d) 1. Financial statements of GCGA Limited Partnership, an
office building/parking garage located in Boston,
Massachusetts. To be filed when received from GCGA
Limited Partnership.
2. Financial statements of Michelson Co., an office building
located in Irvine, California.
<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 report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DEAN WITTER REALTY YIELD PLUS II, L.P.
By: Dean Witter Realty Yield Plus II Inc.
Managing General Partner
By: /s/E. Davisson Hardman, Jr. Date: April 1, 1996
E. Davisson Hardman, Jr.
President
By: /s/Lawrence Volpe Date: April 1, 1996
Lawrence Volpe
Controller
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
DEAN WITTER REALTY YIELD PLUS II INC.
Managing General Partner
/s/William B. Smith Date: April 1, 1996
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: April 1, 1996
E. Davisson Hardman, Jr.
Director
/s/Lawrence Volpe Date: April 1, 1996
Lawrence Volpe
Director
/s/Ronald T. Carman Date: April 1, 1996
Ronald T. Carman
Director
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE III
DEAN WITTER REALTY YIELD PLUS II, L.P.
Real Estate and Accumulated Depreciation
December 31, 1995
Initial cost to Partnership (A)
Costs
Capitalized
Building and Subsequent to
Description Land Improvements Total Acquisition
<S> <C> <C> <C> <C>
Lynwood, CA $ - $ 9,321,476 $ 9,321,476 $ -
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at which
Carried at End of Period (B)
Loss
on Impairment Building and
Description of Real estate Land Improvements Total
<S> <C> <C> <C> <C>
Lynwood, CA $(2,228,852) $ - $ 7,092,624 $ 7,092,624
</TABLE>
<TABLE>
<CAPTION>
Life on which
Depreciation
in Latest Income
Accumulated Date of Date Statement is
Description Depreciation(C) Construction Acquired Computed
<S> <C> <C> <S> <S>
Lynwood, CA $ 824,572 1989 October 1991 40 Years
/TABLE
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE III (CONTINUED)
DEAN WITTER REALTY YIELD PLUS II, L.P.
Notes:
(A) The properties are not encumbered by long term debt. The basis in the properties for financial
reporting purposes is net of loss on foreclosure of real estate. The loss on foreclosure does
not reduce the basis for federal income tax purposes.
(B) Reconciliation of real estate owned
1995 1994 1993
<S> <C> <C> <C>
Balance at beginning of period $7,092,624 $7,092,624 $7,092,624
Additions (deletions) during period:
Improvements - - -
Balance at end of period $7,092,624 $7,092,624 $7,092,624
(C) Reconciliation of accumulated depreciation:
Balance at beginning of period $ 647,256 $ 469,940 $ 292,624
Depreciation expense 177,316 177,316 177,316
Balance end of period $ 824,572 $ 647,256 $ 469,940
/TABLE
<PAGE>
<TABLE>
<CAPTION>
MICHELSON COMPANY LIMITED PARTNERSHIP
(A California Limited Partnership)
TABLE OF CONTENTS
Page
<S> <C>
Independent Auditors' Report 2
Financial Statements for the Years Ended
December 31, 1995 and 1994:
Balance Sheets 3
Statements of Operations 4
Statement of Changes in Partners' Capital 5
Statements of Cash Flows 6
Notes to Financial Statements 7-12
/TABLE
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Michelson Company Limited Partnership:
We have audited the accompanying balance sheets of Michelson Company
Limited Partnership (A California Limited Partnership) as of December 31,
1995 and 1994, and the related statements of operations, changes in
partners' capital and cash flows for each of the three years in the
period ended December 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements 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 management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Michelson Company Limited Partnership
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.
DELOITTE & TOUCHE LLP
March 27, 1996
<PAGE>
<TABLE>
<CAPTION>
MICHELSON COMPANY LIMITED PARTNERSHIP
(A California Limited Partnership)
BALANCE SHEETS
December 31,
1995 1994
ASSETS
<S> <C> <C>
Office buildings and tenant improvements -
at cost, net of accumulated depreciation of
$18,591,701, $16,005,079 and
$13,535,394 $35,359,697 $37,525,236
Imputed rent 710,987 271,583
Leasing costs - at cost, net of accumulated
amortization of $3,483,556, $3,239,803
and $2,909,959 1,156,499 832,872
Loan costs - at cost, net of accumulated
amortization of $291,218 and $263,218
and $235,218 63,047 91,047
Cash and cash equivalents 349,827 22,661
Other assets 102,996 173,533
$37,743,053 $38,916,932
LIABILITIES AND PARTNERS' CAPITAL
Mortgage note payable $26,015,670 $26,892,919
Accounts payable and accrued expenses 70,350 79,632
Tenant security deposits 180,259 143,773
26,266,279 27,116,324
Contingencies
Partners' capital 11,476,774 11,800,608
$37,743,053 $38,916,932
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MICHELSON COMPANY LIMITED PARTNERSHIP
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
Years ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Revenues:
Rental $ 6,239,837 $ 4,598,341 $6,254,889
Interest and other 1,078,629 36,406 34,558
7,318,466 4,634,747 6,289,447
Expenses:
Property operating 1,945,986 1,967,746 1,710,499
Interest 2,261,903 2,272,265 2,281,785
Property taxes 682,004 669,763 727,675
Ground lease 556,691 556,692 556,692
Property management 161,258 144,120 168,989
General and administrative 164,546 166,164 175,095
Depreciation and amortization 2,858,375 2,827,529 2,690,571
8,630,763 8,604,279 8,311,306
Net loss $(1,312,297) $(3,969,532) $(2,021,859)
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MICHELSON COMPANY LIMITED PARTNERSHIP
(A California Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
Years Ended December 31, 1995 and 1994
DW
Michelson SC
Associates Enterprises
(General Partner) (Limited Partner) Total
<S> <C> <C> <C>
Partners' capital
January 1, 1993 $15,899,614 $ - $15,899,614
Net loss (2,021,859) - (2,021,859)
Distributions (717,357) - (717,357)
Capital contributions 628,523 - 625,523
Partners' capital -
December 31, 1993 13,788,921 - 13,788,921
Net loss (3,969,532) - (3,969,532)
Capital contributions 1,981,219 - 1,981,219
Partners' capital
December 31, 1994 11,800,608 - 11,800,608
Net loss (1,312,297) - (1,312,297)
Capital contributions 988,463 - 988,463
Partners' capital
December 31, 1995 $11,476,774 $ - $11,476,774
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MICHELSON COMPANY LIMITED PARTNERSHIP
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
Years ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Net Loss $(1,312,297) $(3,969,532) $(2,021,859)
Adjustments to reconcile net loss to net cash
providing by (used in) operating activities:
Depreciation and amortization 2,858,375 2,827,529 2,690,571
Changes in operating assets and liabilities:
(Increase) decrease in imputed rent (439,404) 955,986 785,413
Increase in leasing costs (567,380) (220,015) (174,659)
Decrease (increase) in other assets 70,537 (69,909) (103,624)
(Decrease) increase in accounts payable (9,282) 54,327 (271,260)
Increase (decrease) in tenant security
deposits 36,486 (15,109) 2,623
Net cash provided by (used in) operating
activities 637,035 (436,723) 907,205
Cash flows from investing activities:
Additions to office buildings and
tenant improvements (421,083) (1,761,204) (753,569)
Cash flows from financing activities:
Capital contributions from General Partner 988,463 1,981,219 628,523
(Principal payments) proceeds from mortgage
note payable (877,249) 99,600 (107,715)
Net cash provided by financing
activities 111,214 2,080,819 (196,549)
Net increase (decrease) in cash and cash equivalents 327,166 (117,108) (42,913)
Cash and cash equivalents at beginning of
year 22,661 139,769 182,682
Cash and cash equivalents at end of year $ 349,827 $ 22,661 $ 139,769
Supplemental disclosure of
cash flow information:
Cash paid for interest $ 2,261,903 $ 2,272,265 $ 2,281,785
See accompanying notes to financial statements.
</TABLE>
<PAGE>
MICHELSON COMPANY LIMITED PARTNERSHIP
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
1. Organization and restructuring
Michelson Company Limited Partnership (the Partnership) was
originally formed as a California general partnership under the
name of Michelson Co. The original partnership was formed in 1984
between SC Enterprises (SC) and four individuals for the purpose
of constructing and holding for investment a 16-story office
building and a five-level parking structure at 2600 Michelson Drive
(Michelson). The building and parking structure were completed in
1986. In addition, Michelson Co. acquired adjacent one-story and
two-story office buildings at 18581 Teller Avenue (Teller).
Michelson and Teller (the office buildings) are located on eight
acres of land in Irvine, California.
In 1988, Michelson Co. entered into an arrangement with DW
Michelson Associates (DW) whereby Michelson Co. simultaneously sold
and leased back the land under a long-term ground lease with DW
(Note 3) and refinanced the office buildings under a nonrecourse
loan from DW (Note 4). DW is a California general partnership
composed of two Dean Witter Realty Inc. affiliated limited
partnerships.
Michelson Co. incurred significant cash deficits from operations.
These deficits were funded by loan proceeds from DW to the extent
of the interest reserve under the loan and thereafter by capital
contributions from SC. In November 1990, these fundings stopped
and Michelson Co. defaulted on its mortgage note and ground lease
obligations. As a consequence, DW took control over the cash and
the parties commenced negotiations for restructuring.
In November 1991, the restructuring was completed. Michelson Co.
became a limited partnership. DW was admitted as the managing
general partner. SC converted to a limited partner, and the four
individuals withdrew from the Partnership. DW converted
approximately $37.9 million of the mortgage note to capital in the
Partnership. The general partners of SC delivered two promissory
notes totalling $1.2 million to DW. In July 1994, the note which
was due in January 1993, was extended until December 31, 1999. At
December 31, 1995, the balance of this note is approximately $1.2
million. In addition, the principal of SC became personally liable
for $26 million of the remaining mortgage note payable, subject to
certain restrictions and time limitations.
The restructuring also resulted in a revised profit and loss
allocation among the partners. In general, profits are first
allocated to DW for preferred return on its capital contribution
and the balance is allocated to DW and SC in a 90-10 ratio. All
losses are allocated to DW except for any losses allocable to SC
in connection with its obligation for the mortgage note payable.
Also, there was a special allocation of gross revenue of
approximately $3 million to SC, which was fully utilized in 1992.
2. Significant accounting policies
The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes. The
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The office buildings and tenant improvements are stated at their
original cost, net of depreciation. Costs of improvements to the
buildings are capitalized, and repairs are expensed. Depreciation
is recorded on the straight-line method over the estimated useful
lives of the related assets ranging from 10 to 40 years.
Effective January 1, 1995, the Partnership adopted the provisions
of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of" ("SFAS 121"); adoption was not required prior to 1995.
Pursuant to SFAS 121, at least annually, and more often if
circumstances dictate, the Partnership evaluates the recoverability
of the net carrying value of its real estate. As part of this
evaluation, the fair values of each of the properties are estimated
(in some cases with the assistance of independent real estate
consultants) based on discounted cash flows. The fair values are
compared to the properties' carrying amounts in the financial
statements. A deficiency in fair value relative to carrying amount
is an indication of the need for a writedown due to impairment.
In such case, the expected future net cash flows from the property
are estimated for a period of approximately five years (or a
shorter period if the Partnership expects that the property may be
disposed of sooner), along with estimated sales proceeds at the end
of the period. If the total of these future undiscounted cash
flows were less than the carrying amount of the property, the
property would be written down to its fair value, and a loss on
impairment recognized by a charge to earnings.
Because the determination of fair value is based upon projections
of future economic events such as property occupancy rates, rental
rates, operating cost inflation and market capitalization rates
which are inherently subjective, the amounts ultimately realized
at disposition may differ materially from the net carrying value
as of December 31, 1995. The cash flows used to determine fair
value are based on good faith estimates and assumptions developed
by the Managing General Partner. Unanticipated events and
circumstances may occur and some assumptions may not materialize;
therefore actual results may vary from the estimates and the
variances may be material. The Partnership may provide additional
write-downs, which could be material in subsequent years if real
estate markets or local economic conditions change.
The Partnership has granted free rent periods under certain leases.
In order to properly reflect the average rents earned under the
leases, the Partnership reports rental revenues during the free
rent periods and amortizes the concession amounts as reductions of
rental revenues over the terms of the leases. The imputed rents
of $710,987, $271,583 and $1,227,569 as of December 31, 1995, 1994
and 1993 respectively, represent the unamortized free rents and are
reflected as assets in the accompanying balance sheets.
Leasing commissions are amortized over the applicable lease terms.
Leasing costs principally include the net cost of capitalized lease
obligations assumed by the Partnership relative to former lessors
of relocated tenants.
Loan costs are amortized over the original loan term of ten years.
Cash and cash equivalents consist of cash and highly liquid
investments with maturities, when purchased, of three months or
less.
No provision for federal and state income taxes has been made in
the financial statements, as the liability for such taxes is that
of the partners rather than the Partnership.
3. Leasing activities
Leasing Revenues
The Partnership leases, as lessor, commercial office space under
operating leases with terms from three to twelve years. Rental
revenue is reported ratably over the lease terms. These leases
generally provide for minimum rents subject to Consumer Price Index
adjustments and for the tenants to reimburse the Partnership for
certain operating expenses.
The minimum rents to be received from existing noncancelable
operating leases as of December 31, 1995 are as follows:
<TABLE>
<CAPTION>
<S> <C>
Year Ending
December 31,
1996 $ 5,907,472
1997 5,498,644
1998 4,337,365
1999 2,516,957
2000 1,731,372
Thereafter 1,622,198
$21,614,008
</TABLE>
The office buildings contain a total of approximately 394,000
square feet of rentable space. As of December 31, 1995, the
buildings were approximately 90% leased.
Ground Lease
The Partnership has a land lease (the Lease) with DW for a term
which expires in 55 years. The Lease provides for an annual base
rent of $556,692, additional rent for property taxes and similar
assessments, percentage rent representing 40% of net operating cash
flows (as defined in the Lease), and participation in refinancing
and sale proceeds. There was no percentage rent or participation
paid or due as of December 31, 1995 or 1994.
4. Mortgage note payable
The note is payable to DW and is secured by the office buildings
and an assignment of rents. The note bears interest at 8.5% per
annum and is due March 1998. Interest and principal are payable
monthly, with a lump sum payment for unpaid interest and principal
due at maturity.
Principal payments due on the mortgage note payable are as follows:
<TABLE>
<CAPTION>
Year Ending
December 31,
<C> <C>
1996 $ 138,875
1997 151,151
1998 26,258,461
</TABLE> $ 26,548,487
5. Related party transactions
DW earns interest as a lender and ground rent as a lessor. An
affiliate of DW earns fees and reimbursements for services provided
to the Partnership. These amounts are summarized as follows:
<TABLE>
Year ended December 31,
1995 1994
<S> <C> <C>
Interest $ 2,261,903 $ 2,272,265
Ground rent 556,692 556,692
Management fees 161,258 144,120
Reimbursements
(included in property operating
expenses) 98,370 139,675
$ 3,078,223 $ 3,112,752
/TABLE
<PAGE>
6. Contingencies
The Partnership leases land that may have certain soil and water
contamination. Management believes that any such contamination is
minor and that any liability for cleanup is minimal.
The Partnership has been notified by SC that Michelson Co.'s (Note
1) 1990 Federal tax filing is currently under audit by the Internal
Revenue Service.<PAGE>
<TABLE>
<CAPTION>
Exhibit Index for Dean Witter Realty Yield Plus II, L.P.
Exhibit Description Sequential
No. Page No.
________ ____________ __________
<C> <S>
(3)(a)* Amended and Restated Agreement of Limited Partnership dated as
of June 24, 1988 set forth in Exhibit A to the Prospectus
included in Registration Statement Number 33-20475 is
incorporated herein by reference.
(3)(b)* Certificate of Limited Partnership dated as of June 24, 1988
incorporated by reference in Registration Statement Number 33-
20475 is incorporated herein by reference.
(4)(a)* Amended and Restated Agreement of Limited Partnership dated as
of June 24, 1988 set forth in Exhibit A to the Prospectus
included in Registration Statement Number 33-20475 is
incorporated herein by reference.
(4)(b)* Certificate of Limited Partnership dated as of June 24, 1988
incorporated by reference in Registration Statement Number 33-
20475 is incorporated herein by reference.
(10)(a)* Partnership Agreement for DW Michelson Associates dated March
14, 1988 was filed as Exhibit 10.1 (a) to Amendment No. 1 to
Registrant's Registration Statement on Form S-11 and is
incorporated herein by reference.
(10)(b)* First Mortgage Promissory Note, dated April 26, 1989, between
the Government Center Garage Realty Trust (Maker) and Dean
Witter Realty Yield Plus II, L.P. (Holder) was filed as Exhibit
to Amendment No. 2 to Current Report on Form 8-K on April 26,
1989 and is incorporated herein by reference.
(10)(c)* Construction Loan Agreement, dated April 26, 1989, between
Government Center Garage Realty Trust, as Borrower and Dean
Witter Realty Yield Plus, L.P. and Dean Witter Realty Yield
Plus II, L.P., as Lender was filed as Exhibit to Amendment No.
2 to Current Report on Form 8-K on April 26, 1989 and is
incorporated herein by reference.
(10)(d)* Intercreditor Agreement among Dean Witter Realty Yield
Plus, L.P., Dean Witter Realty Yield Plus II, L.P., and Realty
Management Services Inc. dated as of April 26, 1989 was filed
as Exhibit to Amendment No. 2 to Current Report on Form 8-K on
April 26, 1989 and is incorporated herein by reference.
(10)(e) First Amendment to Construction Loan Agreement dated October
12, 1989 between Government Center Garage Realty Trust, as
Borrower and Dean Witter Realty Yield Plus, L.P. and Dean
Witter Realty Yield Plus II, L.P., as Lender.
(10)(f) Amended and Restated Construction Loan/Office Loan Promissory
Note dated October 12, 1989 between Government Center Garage
Realty Trust (Maker) and Dean Witter Realty Yield Plus II, L.P.
(Holder).
(10)(g) Second Amendment to Construction Loan Agreement dated June 22,
1990 between Government Center Garage Realty Trust, as Borrower
and Dean Witter Realty Yield Plus, L.P. and Dean Witter Realty
Yield Plus II, L.P., as Lender.
(10)(h) First Amendment to Amended and Restated Construction
Loan/Office Loan Promissory Note dated June 22, 1990 between
Government Center Garage Realty Trust (Maker) and Dean Witter
Realty Yield Plus II, L.P. (Holder).
(10)(i) Supplemental Loan Agreement dated September 20, 1993 between
Government Center Garage Realty Trust, as Borrower and Dean
Witter Realty Yield Plus, L.P. and Dean Witter Realty Yield
Plus II, L.P., as Lender.
(10)(j) Second Amendment to Notes dated September 20, 1993 between
Government Center Garage Realty Trust (Maker) and Dean Witter
Realty Yield Plus, L.P. and Dean Witter Realty Yield Plus II,
L.P., (Holders).
*incorporated by reference
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in real estate,
participating mortgage loan, and real estate joint venture. In accordance
with industry practice, its balance sheet is unclassified. For full
information, refer to the accompanying audited financial statements.
</LEGEND>
<NAME> DEAN WITTER REALTY YIELD PLUS II, LP
<CIK> 0000830340
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 2,233,451
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 44,487,504<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 44,092,358<F2>
<TOTAL-LIABILITY-AND-EQUITY> 44,487,504<F3>
<SALES> 0
<TOTAL-REVENUES> 4,790,945<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,345,014
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,445,931
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,445,931
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,445,931
<EPS-PRIMARY> 17.91<F5>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include net investment
in building of $6,268,052, investment in unconsolidated partnership of
$19,566,955, net investments in participating mortgage loan of $15,232,767,
net deferred expenses of $775,682 and other assets of $410,597.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $297,227
and security deposits of $97,919.
<F4>Total revenue includes rent of $1,635,640, interest on participating
mortgage loan of $1,988,000, equity in earnings of unconsolidated part-
nership of $1,064,862 and interest and other revenue of $102,443.
<F5>Represents net income per Unit of limited partnership interest.
</FN>
</TABLE>
Exhibit (10)(e)
______________
FIRST AMENDMENT TO CONSTRUCTION LOAN AGREEMENT
This First Amendment to Construction Loan Agreement (the
"First Amendment") entered into as of the 12th day of October, 1989
among Richard H. Rubin, Myrna Putziger and Jonathan D. Albert as
Trustees of Government Center Garage Realty Trust under declaration
of trust dated November 1, 1983 and recorded in the Suffolk County
Registry of Deeds in Book 10615, Page 58 (the "Borrower"), and Dean
Witter Realty Yield Plus, L.P., a Delaware limited partnership and
Dean Witter Realty Yield Plus II, L.P., a Delaware limited
partnership (together the "Lender").
RECITALS
1. The Lender has made a loan to the Borrower in the
original principal sum of up to $57,700,000 (the "Loan") pursuant to
a Loan Agreement dated as of April 26, 1989 (the "Loan Agreement").
All defined terms used herein and not otherwise defined shall have
the meaning assigned to them in the Loan Agreement.
2. The parties are entering into this First Amendment to
modify the term of the Office Loan and to amend certain definitions
set forth in Schedule A of the Loan Agreement.
AMENDMENTS
1. Section 3.3 of the Loan Agreement is deleted and the
following is inserted in place thereof:
Term. The term of the Office Loan shall commence on
the date the Construction Loan is converted to the Office
Loan and terminate on the Office Loan Maturity Date.
2. Schedule A to the Loan Agreement is amended as follows:
A. The defined term "Note" and the definition
associated therewith on page 7 of Schedule A is deleted
and the following is inserted in place thereof:
"Note" means together, (i), the Amended and Restated
Construction Loan/Office Loan Promissory Note (Yield
Plus) of even date herewith, from Borrower to Dean Witter
Realty Yield Plus, L.P. and (ii) the Amended and Restated
Construction Loan/Office Loan Promissory Note (Yield Plus
II) of even date herewith, from Borrower to Dean Witter
Realty Yield Plus II, L.P.
B. The defined term "Office Loan Maturity Date" and
the definition associated therewith on page 8 of Schedule
A is deleted and the following is inserted in place
thereof:
"Office Loan Maturity Date" means November 1, 2001.
3. Except to the extent modified herein, the terms of the
Loan Agreement remain in full force and effect.
IN WITNESS WHEREOF the parties hereto have caused this First
Amendment to be executed by their duly authorized officers as of the
day and year first written above.
BORROWER:
Richard H. Rubin, as trustee of
the Government Center Garage Realty
Trust and not individually
Myrna Putziger, as trustee of
Government Center Garage Realty
Trust and not individually
Jonathan D. Albert, trustee of
Government Center Garage Realty
Trust and not individually
LENDER:
Dean Witter Realty Yield Plus, L.P.
By: Dean Witter Realty Yield Plus Inc.,
general partner
/s/Warren B. Lane
By: ________________________
Warren B. Lane
Senior Vice President
By: Dean Witter Realty Yield Plus
Associates, L.P., general partner
By: Dean Witter Realty Yield Plus,
Inc., general partner
By: _______________________
Warren B. Lane
Senior Vice President
Dean Witter Realty Yield Plus II, L.P.
By: Dean Witter Realty Yield Plus II
Inc., general partner
By: ________________________
Warren B. Lane
Senior Vice President
By: Dean Witter Realty Yield Plus
Associates II, L.P., general
partner
By: Dean Witter Realty Yield
Plus II Inc., general
partner
By: _____________________
Warren B. Lane
Senior Vice President
<PAGE>
Exhibit (10)(f)
_______________
AMENDED AND RESTATED CONSTRUCTION LOAN/OFFICE LOAN
PROMISSORY NOTE (YIELD PLUS II)*
$57,700,000 As of October 12, 1989
FOR VALUE RECEIVED, the undersigned, Richard H. Rubin, Myrna
Putziger and Jonathan D. Albert, Trustees of Government Center
Garage Realty Trust under declaration of trust dated November 1,
1983, recorded in the Suffolk County Registry of Deeds in Book
10615, Page 58, as amended (the "Trust"), having its principal place
of business at c/o The Richard H. Rubin Companies, 11200 Rockville
Pike, Suite 200, Rockville, Maryland 20852 ("Maker") promises to pay
to the order of Dean Witter Yield Plus II, L.P., a Delaware limited
partnership ("Holder"), having its principal place of business c/o
Realty Management Services, Inc. ("Agent") Two World Trade Center,
New York, New York 10048 the principal sum of FIFTY SEVEN MILLION
SEVEN HUNDRED THOUSAND DOLLARS ($57,700,000) or so much thereof as
may have been advanced from time to time as evidenced on Schedule A
(the "Loan"). In addition, the Maker shall pay interest on the
outstanding principal balance of the Loan from time to time from the
date hereof until the Loan is paid in full as described below, as
well as Additional Interest pursuant to the terms of an Additional
Interest Agreement of even date herewith among Maker, Holder and
Yield Plus (as hereinafter defined).
The Loan is to be advanced in accordance with the terms of a
Loan Agreement among Holder, Maker and Dean Witter Realty Yield
Plus, L.P. ("Yield Plus") of even date herewith (the "Loan
Agreement") and is to be repaid to Holder with interest thereon at
the rates, at the times and in the manner hereinafter provided. All
capitalized terms used herein without definition will have the
meanings set forth in the Loan Agreement. (Holder and Yield Plus
are together referred to herein as the "Lenders" and individually as
a "Lender".)
_____________________
*The purpose of this Amended and Restated Construction
Loan/Office Promissory Note (Yield Plus II) is to amend and restate
that certain Construction Loan/Office Loan Promissory Note (Yield
Plus II) to change the Office Loan Maturity Date. From and after
the date hereof this Amended and Restated Promissory Note (Yield
Plus II) and the Amended and Restated Promissory Note (Yield Plus)
shall be the Note, as defined in the Loan Agreement and as referred
to in the Loan Documents.
<PAGE>
The Loan is to be advanced in conjunction with a loan from
Yield Plus to Maker evidenced by a certain Construction Loan/Office
Loan Promissory Note (Yield Plus) of even date herewith (referred to
herein, together with this Note as the "Constructions Notes").
Furthermore, simultaneously herewith each Lender has made a first
mortgage loan to Maker evidenced respectively by a First Mortgage
Loan Promissory Note (Yield Plus) and a First Mortgage Loan
Promissory Note (Yield Plus II) each of even date herewith (together
referred to herein as the "First Mortgage Notes"). (The
Construction Notes and the First Mortgage Notes are collectively
referred to herein as the "Notes"). Pursuant to a certain
Intercreditor Agreement of even date herewith between the Lenders
(the "Intercreditor Agreement"), the Lenders have agreed that at all
times prior to the refinancing of the First Mortgage Loan, upon the
funding of each advance by either Lender under the Construction
Notes, the amounts indicated as having been advanced by each Lender
under the Notes shall be adjusted so that the total amount advanced
by each Lender pursuant to its First Mortgage Note shall bear the
same proportion to the total amounts advanced by both Lenders
pursuant to all of the Notes; and accordingly the same formula shall
apply to the Construction Notes.
Coincident with disbursement, all Loan advances shall be
recorded by Holder and endorsed by Maker on Schedule A. In addition
coincident with each advance, any modification in the Loan balance
under this Note resulting from (i) the purchase by a Lender of a
portion of the outstanding balance of any of the Notes held by the
other Lenders in order to maintain the proportions described above
or (ii) any other purchase of a portion of the outstanding balance
under the Notes permitted under the Intercreditor Agreement or
hereafter agreed to between the Lenders, shall also be recorded by
Holder and endorsed by Maker on Schedule A. The outstanding amount
of the Loan as reflected on Schedule A from time to time shall be
prima facie evidence of amounts outstanding hereunder.
Notwithstanding any provision herein to the contrary, the aggregate
maximum principal balance outstanding evidenced by the Construction
Notes shall never exceed $57,700,000.
Interest shall be computed on the basis of a 365-day year for
the actual number of days elapsed.
From the date hereof interest only on such principal sum shall
be payable monthly, in arrears, on the first day of the month
immediately following the date hereof and on the first day of each
month thereafter at a rate equal to eight percent (8%) per annum.
Unless the Construction Loan is converted to the Office Loan,
all unpaid principal and interest shall if not sooner paid, be due
and payable on the second anniversary date of the Loan Closing Date
(the "Construction Loan Maturity Date"). The Maker may extend the
Construction Loan Maturity Date for one additional twelve (12) month
period, upon at least thirty (30) days prior written notice and
payment of the Construction Loan Extension Fee (the "Construction
Loan Extension Period") and provided Maker also extends the
Construction Loan Maturity Date of the loan evidenced by the other
Construction Note in the manner provided in such note. If the
Construction Loan is converted to the Office Loan, all unpaid
principal and interest shall, if not sooner paid, be due and payable
on November 1, 2001 (the "Office Loan Maturity Date").
Provided, however, that the Holder shall be under no
obligation to Maker to so convert the Construction Loan to the
Office Loan unless such conversion occurs on or before the
Construction Loan Maturity Date, as the same may be extended
pursuant to the foregoing paragraph.
There shall be no prepayment of this Note, in whole or in
part, prior to the thirty-six (36) month period immediately
preceding the Office Loan Maturity Date. Maker shall, however, have
the right to prepay the entire principal balance of the Office Loan
outstanding hereunder, together with all accrued and unpaid interest
thereon and all other amounts due hereunder, and under the other
Construction Note and all other amounts associated with the Loan,
(i) during the one-year period commencing thirty-six (36) months
prior to the Office Loan Maturity Date, upon payment of a prepayment
penalty equal to two percent (2%) of the then outstanding principal
balance of the Office Loan, (ii) during the one-year period
commencing twenty-four (24) months prior to the Office Loan Maturity
Date, upon payment of a prepayment penalty equal to one percent (1%)
of the then outstanding principal balance of the Office Loan, and
(iii) during the one-year period commencing twelve (12) months prior
to the Office Loan Maturity Date, without penalty. Notwithstanding
the foregoing, the portions of the Office Loan corresponding to the
LSA Contingency Reserve and LSA Working Capital may be prepaid at
any time in whole or in part, without penalty, and if so prepaid,
may be readvanced by the Holder for the purposes permitted, and in
the manner provided, under the Loan Agreement.
In addition, in the event that Maker exercises its right to
the Construction Loan Extension Period, such extension request must
be accompanied by payment to Holder of the Construction Loan
Extension Fee.
Payments hereunder shall be made in lawful money of the United
States of America at the principal office of the Agent above set
forth, or at such other place as the Holder of this Note may from
time to time designate by written notice mailed to Maker.
If any monthly interest payment provided for herein shall be
made after the expiration of five (5) days after the due date
thereof, in addition to such payments as are otherwise due and
payable hereunder, there shall be immediately due and payable to
Holder a late charge of five ($.05) cents for each one ($1.00)
dollar of such payment (the "Late Charge") for failure to make
prompt payment. The Late Charge shall be secured by the Security
Documents referred to hereinafter. All expenditures made by the
Holder on account hereof not reimbursed by the Maker within five (5)
Business Days after demand, all amounts due under this Note after
maturity, and any amounts due if an Event of Default occurs, shall
bear interest at a rate per annum of five percent (5%) plus the
interest rate then in effect (the "Default Rate") until such amounts
as are due are paid to the Holder.
This Note is made pursuant to the Loan Agreement, and is
secured by the Security Documents each of even date herewith,
encumbering certain real and personal property located in Boston,
Massachusetts, more particularly described therein, and any other
instruments, now or hereafter executed by Maker in favor of Holder,
which in any manner constitute additional security for this Note.
The occurrence of any of the following events shall constitute
a default under this Note (each herein called an "Event of
Default"): (a) default in the payment when due of interest or
principal or other charges, as herein provided or as provided in the
other Construction Note, or in the payment when due of any fees or
other payments to be made to Holder or Yield Plus under any of the
Loan Documents which default continues for more than five (5)
Business Days after the due date; or (b) the occurrence of an Event
of Default under any of the Loan Documents.
Upon the occurrence of an Event of Default, or at any time
thereafter, the entire principal of this Note, irrespective of the
maturity date specified herein, together with (a) all accrued and
unpaid interest at the Default Rate; (b) a default premium (the
"Default Premium") equal to seven percent (7%) of the outstanding
principal balance of the Loan; and (c) Late Charges and any other
fees, expenses and payments due and payable hereunder or under any
of the Loan Documents to Holder shall, at the election of the Holder
hereof and immediately upon demand, become immediately due and
payable, and in such event the date of demand shall become the
Maturity Date.
This Note is a negotiable instrument which may be freely
assigned, negotiated or pledged by Holder to any person or entity,
including, but not limited to, an affiliate of Holder, and Holder
may sell participation interests to any person or entity, including,
but not limited to, an affiliate of Holder, on such terms as Holder
may determine. Notwithstanding the foregoing, the Holder may not
assign, negotiate, pledge, or sell any interest in this instrument
to any person or entity to whom or to which such a transfer is
prohibited pursuant to the Loan Agreement.
All Makers, endorsers, guarantors, sureties, accommodation
parties hereof and all other persons liable or to become liable for
all or any part of this indebtedness, jointly and severally waive
diligence, presentment, protest and demand, and also notice of
protest, of demand, of nonpayment, of dishonor and of maturity and
also recourse to suretyship defenses generally; and they also
jointly and severally hereby consent to any and all renewals,
extensions or modifications of the terms hereof, including time for
payment, and further agree that any such renewal, extension or
modification of the terms hereof or the release or substitution of
any security for the indebtedness evidenced hereby and any other
indulgences shall not affect the liability of any of said parties
for the indebtedness evidenced by this Note. Any such renewals,
extensions or modifications may be made without notice to any of
said parties.
The Maker, endorsers, guarantors, sureties, accommodation
parties hereof and all other persons liable or to become liable on
this Note, agree jointly and severally, to pay all costs of
collection, including reasonable attorneys' fees and all costs of
suit, in case the unpaid principal sum of this Note, or any payment
of interest or installment of principal and interest is not paid
when due, or in case it becomes necessary to protect the security
for the indebtedness evidenced hereby, or for the foreclosure by the
Holder of the Mortgage and other Security Documents, or in the event
the Holder is made party to any litigation because of the existence
of the indebtedness evidenced by this Note, or because of the
existence of the Mortgage or the other Loan Documents, whether suit
will be brought or not, and whether through courts of original
jurisdiction, as well as in courts of appellate jurisdiction or
through a bankruptcy court or other legal proceedings.
This Note may not be amended, modified, or changed, nor shall
any waiver of any provision hereof be effective, except only by an
instrument in writing and signed by the party against whom
enforcement of any waiver, amendment, change, modification or
discharge is sought. This Note may not be amended, modified or
changed unless simultaneously therewith, a corresponding amendment,
modification or change is made to the other Construction Note.
Notwithstanding any provision herein or in any instrument now
or hereafter evidencing or securing the indebtedness herein set
forth, the total liability of Maker for payments in the nature of
interest shall not exceed the limits now imposed by the usury laws
of Massachusetts or the jurisdiction governing the provisions of
this Note.
Notwithstanding any provisions herein with respect to
prepayment, if the Maker chooses to make a prepayment in accordance
with the terms of the Loan Documents, then at the time of such
prepayment, it must prepay the whole outstanding principal balance
of the Loan and the loan evidenced by the other Construction Note
and all other sums due under the Loan Documents.
Except as otherwise provided in the Guaranties, anything
contained herein to the contrary notwithstanding, no recourse shall
be had for the payment of any amounts provided for hereunder or for
any claim based thereon or otherwise in respect thereof or based on
or in respect of this Note or any of the other Loan Documents
against (i) GCG, GCA, LSA, the Maker, any trustee or beneficiary of
the Trust or any partner or any past, present or future subscriber
to the partnership interests in GCG, GCA or LSA or (ii) any partner,
shareholder, legal representative, heir, estate, successor or assign
of any thereof. The foregoing provisions of this paragraph shall
not (y) prevent recourse to the Project (as that term is defined in
the Loan Agreement) (z) constitute a waiver, release or discharge of
any obligation evidenced by this Note, but the same shall continue
until paid or discharged, and provided, further, that the foregoing
provisions of this paragraph shall not limit the right of any person
to name Maker or any transferee of any interest in the Project as a
party defendant in any action or suit for repossession of the
Project or in the exercise of any other remedy under this Note.
Whenever used herein, the words "Maker" and "Holder" shall be
deemed to include their respective heirs, personal representatives,
successors and assigns.
Any notices and other communications required or provided for
under this Note shall be in writing and shall be deemed to have been
sufficiently given or served for all purposes three Business Days
after mailing by registered or certified United States mail, return
receipt requested, or one Business Day after delivery to a
recognized overnight delivery service for next day delivery, to the
following addresses or to such other address as may hereafter be
designated by notice as aforesaid:
To Maker:
Richard H. Rubin, as trustee of Government Center
Garage Realty Trust
c/o The Richard H. Rubin Companies
11200 Rockville Pike
Suite 200
Rockville, MD 20852
with a copy hand-delivered or mailed regular mail to:
Melville W. Feldman, Esq.
Feldman, Bodansky & Feldman
2019 Que Street, N.W.
Washington, DC 20009
and
Myrna Putziger, Esq.
McCormick & Putziger
265 Franklin Street
Boston, MA 02110
and
Jonathan D. Albert
c/o Albert Bros., Inc.
225 East Aurora Street
P.O. Box 1310
Waterbury, Connecticut 06721
To Holder:
Ronald J. DiPietro
Realty Management Services, Inc., as agent
c/o Dean Witter Realty Inc.
Two World Trade Center
New York, New York 10048
with a copy hand-delivered or mailed regular mail to:
Stephen I. Burr, Esq.
Gaston & Snow
One Federal Street
Boston, MA 02110
This Note shall be construed according to and governed by the
laws of Massachusetts, and is intended to take effect as a sealed
instrument.
This Note may be executed in counterparts and as so executed
shall constitute but one Note.
Signed in the presence of: MAKER:
/s/Richard H. Rubin
_______________________________ _______________________________
Richard H. Rubin, Trustee of
Government Center Garage Realty
Trust and not individually
/s/Myrna Purtziger
_______________________________ _______________________________
Myrna Putziger, Trustee of
Government Center Garage Realty
Trust and not individually
/s/Jonathan D. Albert
_______________________________ _______________________________
Jonathan D. Albert, Trustee of
Government Center Garage Realty
Trust and not individually<PAGE>
Schedule A
to
Construction Loan/Office Loan Promissory Note (Yield Plus
II)
Loan Advance/
Purchase of
Outstanding
Balance of
Construction
Loan/Office
Loan Promissory Portion of Loan
Note (Yield Balance Purchased Outstanding
Date Plus) By Yield Plus Loan Balance
4/26/89 $ 626,603 $ 626,603
5/01/89 93,588 720,191
5/15/89 190,461 910,652
6/01/89 124,110 1,034,762
6/14/89 390,151 1,424,913
7/01/89 137,733 1,562,646
7/21/89 222,401 1,785,047
7/24/89 33,783 1,818,830
8/01/89 155,194 1,974,024
8/16/89 191,303 2,165,327
<PAGE>
Exhibit (10)(g)
______________
SECOND AMENDMENT TO
CONSTRUCTION LOAN AGREEMENT
THIS SECOND AMENDMENT TO CONSTRUCTION LOAN AGREEMENT (the
"Second Amendment") is entered into as of the th day of June, 1990
by and among RICHARD H. RUBIN, MYRNA PUTZIGER AND JONATHAN D. ALBERT
AS TRUSTEES OF GOVERNMENT CENTER GARAGE REALTY TRUST under
declaration of trust dated November 1, 1983 and recorded in the
Suffolk County Registry of Deeds in Book 10615, Page 58, having its
principal place of business at c/o The Richard H. Rubin Companies,
11200 Rockville Pike, Suite 200, Rockville, Maryland 20852 (the
"Borrower"), and DEAN WITTER REALTY YIELD PLUS, L.P., a Delaware
limited partnership ("Yield Plus"), and DEAN WITTER REALTY YIELD
PLUS II, L.P., a Delaware limited partnership ("Yield Plus II"),
each of the two entities having its principal place of business
c/o Realty Management Services, Inc., Two World Trade Center, New
York, New York 10048 (Yield Plus and Yield Plus II together, the
"Lender"). All defined terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Loan Agreement (as
defined hereinbelow).
WHEREAS, the Lender has made a loan to the Borrower in the
original principal sum of up to $57,700,000 pursuant to the
provisions of a certain Construction Loan Agreement dated as of
April 26, 1989 ("Loan Agreement") as amended by a certain First
Amendment to Construction Loan Agreement dated as of October 12,
1989 ("First Amendment"); and
WHEREAS, the Borrower and the Lender wish to amend the Loan
Agreement further by increasing the Loan amount by $1,500,000;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Borrower and the Lender agree as follows:
1. Amendment of Loan Agreement. At each of the
locations in the Loan Agreement cited hereinbelow, the reference to
the dollar amount "$57,700,000" is deleted and is replaced by the
dollar amount "$59,200,000":
(a) Page 1, line 2;
(b) Page 1, line 16;
(c) Page 2, Section 1.6.1., line 2;
(d) Page 2, Section 1.6.2., line 2;
(e) Page 3, Section 1.7., line 2;
(f) Page 3, Section 1.7A., line 2; and
(g) Page 3, Section 1.7B., line 2.
2. Amendment of Schedule A. On page 3 of Schedule A, in
line 2 of the defined term "Construction Loan," the reference to the
dollar amount "$57,700,000" is deleted and is replaced by the dollar
amount "$59,200,000."
3. Amendment of Exhibit H. Exhibit H is deleted and is
replaced by an amended and restated Exhibit H as attached hereto.
4. No Other Amendments. Except as expressly provided in
this Second Amendment, all of the terms and conditions of the Loan
Agreement shall remain in full force and effect.
5. Miscellaneous.
(a) This Second Amendment shall be construed, enforced
and governed by the laws of The Commonwealth of Massachusetts.
(b) This Second Amendment is intended to take effect as
a sealed instrument.
(c) This Second Amendment may be executed in
counterparts and as so executed shall constitute but one
Second Amendment.
IN WITNESS WHEREOF the parties hereto have caused this Second
Amendment to be executed by their duly authorized officers as of the
day and year first written above.
BORROWER:
Richard H. Rubin, as Trustee of the
Government Center Garage Realty Trust
and not individually
Myrna Putziger, as Trustee of the
Government Center Garage Realty Trust
and not individually
Jonathan D. Albert, as Trustee of the
Government Center Garage Realty Trust
and not individually
LENDER:
DEAN WITTER REALTY YIELD PLUS, L.P.
By: Dean Witter Realty Yield Plus
Inc., general partner
/s/Warren B. Lane
By: ____________________________
Name: Warren B. Lane
Title: Sr. Vice President
By: Dean Witter Realty Yield Plus
Associates, L.P., general partner
By: Dean Witter Realty Yield
Plus, Inc., general partner
/s/Warren B. Lane
By:_________________________
Name: Warren B. Lane
Title: Sr. Vice
President
DEAN WITTER REALTY YIELD PLUS II, L. P.
By: Dean Witter Realty Yield Plus II,
Inc., general partner
/s/Warren B. Lane
By:_____________________________
Name: Warren B. Lane
Title: Sr. Vice President
By: Dean Witter Realty Yield Plus
Associates II, L.P., general partner
By: Dean Witter Realty Yield Plus
II Inc., general partner
/s/Warren B. Lane
By:____________________________
Name: Warren B. Lane
Title: Sr. Vice
President
<PAGE>
Exhibit (10)(h)
_______________
FIRST AMENDMENT
TO AMENDED AND RESTATED CONSTRUCTION
LOAN/OFFICE LOAN
PROMISSORY NOTE (YIELD PLUS II)
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CONSTRUCTION
LOAN/OFFICE LOAN PROMISSORY NOTE (YIELD PLUS II) (the "First
Amendment") is entered into this th day of June, 1990, by and
among RICHARD H. RUBIN, MYRNA PUTZIGER AND JONATHAN D. ALBERT AS
TRUSTEES OF GOVERNMENT CENTER GARAGE REALTY TRUST under declaration of
trust dated November 1, 1983 and recorded in the Suffolk County
Registry of Deeds in Book 10615, Page 58, having its principal place
of business at c/o The Richard H. Rubin Companies, 11200 Rockville
Pike, Suite 200, Rockville, Maryland 20852 (the "Maker"), and DEAN
WITTER REALTY YIELD PLUS II, L.P., a Delaware limited partnership,
having its principal place of business c/o Realty Management Services,
Inc., Two World Trade Center, New York, New York 10048 (the "Holder").
All defined terms used herein and not otherwise defined shall have the
same meanings ascribed to them in the Note and the Loan Agreement (as
defined hereinbelow).
WHEREAS, the Maker delivered to the Holder a certain Amended and
Restated Construction Loan/Office Loan Promissory Note (Yield Plus II)
on October 12, 1989 (the "Note"), in connection with a certain
Construction Loan Agreement dated as of April 26, 1989, as amended by
a certain First Amendment to Construction Loan Agreement dated as of
October 12, 1989 (which Construction Loan Agreement, as amended, is
referred to herein as the "Loan Agreement"); and
WHEREAS, pursuant to a certain Second Amendment to Construction
Loan Agreement of even date herewith, the parties have agreed to amend
the Loan Agreement to increase the Loan amount by $1,500,000;
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Amendment of Note.
(a) Page 1, paragraph 1, lines 12 and 13, the dollar
amount "FIFTY-SEVEN MILLION SEVEN HUNDRED THOUSAND DOLLARS
($57,700,000)" is deleted and is replaced by "FIFTY-NINE MILLION
TWO HUNDRED THOUSAND DOLLARS ($59,200,000")."
(b) Page 2, the last sentence of the second paragraph, the
dollar amount "$57,700,000" is deleted and is replaced by the
dollar amount "$59,200,000."
2. No Other Amendments. Except as expressly provided in this
First Amendment, all of the terms and conditions of the Note shall
remain in full force and effect.
3. Miscellaneous.
(a) This First Amendment shall be construed, enforced and
governed by the laws of The Commonwealth of Massachusetts.
(b) This First Amendment is intended to take effect as a
sealed instrument.
(c) This First Amendment may be executed in counterparts
and as so executed shall constitute but one First Amendment.
(d) This First Amendment is entered into by the parties in
conjunction with a certain First Amendment to Amended and
Restated Construction Loan/Office Loan Promissory Note (Yield
Plus) of even date herewith.
IN WITNESS WHEREOF, each of the parties hereto has caused this
First Amendment to be executed by its duly authorized officer on the
date first written above.
WITNESS: MAKER:
/s/Richard H. Rubin
_______________________________ _______________________________
Richard H. Rubin, Trustee of
Government Center Garage Realty
Trust and not individually
/s/Myrna Putziger
_______________________________ _______________________________
Myrna Putziger, Trustee of
Government Center Garage Realty
Trust and not individually
/s/Jonathan D. Albert
_______________________________ _______________________________
Jonathan D. Albert, Trustee of
Government Center Garage Realty
Trust and not individually<PAGE>
Exhibit (10)(i)
______________
SUPPLEMENTAL LOAN AGREEMENT
This Supplemental Loan Agreement (this "Agreement") dated
September 20, 1993 by and among Richard H. Rubin and Myrna Putziger,
as trustees under a declaration of trust dated November 1, 1983
and recorded in the Suffolk County Registry of Deeds in Book 10615,
Page 58, of GOVERNMENT CENTER GARAGE REALTY TRUST, a Massachusetts
nominee trust (together with the beneficiary of such trust, the
"Borrower"), having a principal place of business c/o The Richard H.
Rubin Companies, 11200 Rockville Pike, Suite 200, Rockville, Maryland
19852, and DEAN WITTER REALTY YIELD PLUS, L.P., a Delaware limited
partnership, and DEAN WITTER REALTY YIELD PLUS II, L.P., a Delaware
limited partnership (collectively, the "Lender"), each having its
principal place of business at Two World Trade Center, New York, New
York 10048.
W I T N E S E T H :
WHEREAS, the Borrower and the Lender executed and delivered
that certain Construction Loan Agreement dated as of April 26, 1989
(the "Original Loan Agreement"), that certain First Amendment to
Construction Loan Agreement dated as of October 12, 1989 (the "First
Loan Amendment") and that certain Second Amendment to Construction
Loan Agreement dated as of June 21, 1990 (the "Second Loan Amendment";
the Original Loan Agreement, as amended by the First Loan Amendment,
the Second Loan Amendment and by this Agreement, and as the same may
be further amended from time to time, is hereinafter referred to as
the "Amended Loan Agreement"), pursuant to which, inter alia, the
Lender agreed to lend up to an aggregate of Fifty Nine Million Two
Hundred Thousand Dollars ($59,200,000) (the "Loan") to the Borrower;
and
WHEREAS, in connection with the Original Loan Agreement,
the Borrower agreed to pay to the Lender, inter alia, Additional
Interest, as defined in, and on the terms and conditions set forth in,
that certain Additional Interest Agreement dated as of April 26, 1989
by and between the Borrower and the Lender, as amended by that certain
First Amendment to Additional Interest Agreement dated as of June 22,
1990 by and between the Borrower and the Lender and as further amended
by that certain Second Amendment to Additional Interest Agreement
dated the date hereof by and between the Borrower and the Lender (as
so amended, and as may be further amended from time to time, the
"Amended Additional Interest Agreement"); and
WHEREAS, the Borrower and the Lender desire to enter into
certain agreements relating to the Loan on the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the Borrower and the Lender hereby
agree as follows:
1. All capitalized terms used and not defined in this
Agreement shall have the meanings ascribed to them in the Amended Loan
Agreement. All references in the Amended Loan Agreement to the
Additional Interest Agreement are hereby deemed to be references to
the Amended Additional Interest Agreement. This Agreement is hereby
deemed to be a Loan Document (as defined in the Amended Loan
Agreement).
2. As used in the following provisions, the following
terms shall have the following respective meanings:
(a) The term "Final Advance Date" shall have the
meaning set forth in paragraph 5 hereof.
(b) The term "Free Rent Period" shall mean the
period during which the GSA (as hereinafter defined) is, under
Supplemental Lease Agreements dated as of June 20, 1990, September 6,
1990 and February 1, 1991 and that certain letter agreement between
the GSA and Borrower dated April 5, 1991, all of which documents
constitute part of the GSA Lease (as hereinafter defined), the GSA is
entitled to deferred free rent with respect to its space at the
Project. Borrower represents and warrants that (X) the Free Rent
Period comprises five months and commences on the earlier of
(i) August 1, 1994 and (ii) the date described in the first sentence
of Section 2 of the Supplemental Lease Agreement dated June 21, 1990
between the Borrower and the GSA and (Y) the amount of deferred free
rent to which the GSA is entitled during the GSA Free Rent Period is
$2,925,293.
(c) The term "GSA" shall mean the General Services
Administration of the United States of America.
(d) The term "GSA Claim" shall mean those certain
claims for additional compensation dated November 26, 1990 and
February 28, 1991 filed by the Borrower with the GSA.
(e) The term "GSA Claim Resolution" shall mean the
occurrence of either (i) the entering into by the Borrower and the GSA
of a binding settlement concerning the resolution of the GSA Claim or
(ii) the making of a binding, non-appealable judicial (or arbitrative)
determination of the GSA Claim.
(f) The term "GSA Lease" shall mean that certain
lease of a portion of the Project dated December 29, 1989 between the
Borrower and the GSA, as such lease has been amended or supplemented
by the agreements listed in Exhibit A annexed hereto (the Borrower
hereby representing that the lease hereinabove referred to and the
agreements listed in Exhibit A constitute all of the agreements here-
tofore made between the Borrower and the GSA in respect of the lease
of space at the Project to the GSA), and as such lease may be further
amended or supplemented from time to time after the date hereof.
3. Notwithstanding any provision to the contrary in any
of the Loan Documents, at any time prior to the last day of the Free
Rent Period, Borrower may, at its option (but subject to the
provisions of the third sentence of this paragraph), deliver to the
Lender, to be credited as a payment and/or prepayment, whichever is
applicable, of interest installments under the Note (other than
Additional Interest (as defined in the Amended Additional Interest
Agreement)) due during the Free Rent Period (such interest being
hereinafter referred to as "Free Rent Period Interest"), any funds of
Borrower then on hand (including, without limitation, any cash
reserves or working capital). Any such prepayment shall be deemed to
have been made in an amount equal to the sum of (x) the amount of
funds delivered to the Lender on account of such prepayment and (y)
the amount of interest, at a rate of 5% per annum, that would be
earned on such funds from the date such prepayment is made until the
due date or dates of the installment or installments of Free Rent
Period Interest to which such prepayment is applied in accordance with
the following provisions of this paragraph 3. If, pursuant to the GSA
Claim Resolution, the Borrower receives one or more payments from the
GSA on account of the GSA Claim prior to the last day of the Free Rent
Period, each such payment (a "GSA Payment") shall, promptly upon
receipt, be forwarded to the Lender and credited as a payment and/or
prepayment, whichever is applicable, of Free Rent Period Interest, but
only to the extent that such interest has not previously been paid or
prepaid pursuant to this paragraph 3. Any such prepayment shall be
deemed to have been made in an amount calculated in accordance with
the formula set forth in the second sentence of this paragraph 3. Any
payments and prepayments of Free Rent Period Interest made pursuant to
this paragraph 3 shall be applied against installments of Free Rent
Period Interest in the order in which the same are due and payable.
4. During the Free Rent Period, provided that (a) there
is no outstanding Event of Default, (b) Borrower shall have either
(1) theretofore made no Borrower Distributions (as hereinafter
defined) or (2) if it has made Borrower Distributions, theretofore
deposited into the Project's working capital account from funds other
than Project revenues an amount equal to the sum of all Partner
Distributions (as hereinafter defined) theretofore made, (c) at such
time Borrower shall have expended all of its funds then on hand
(including, without limitation, all funds in any cash, working capital
and any other reserves and all amounts deposited pursuant to subclause
(2) of the foregoing clause (b)), and (d) Borrower complies with the
provisions of the immediately succeeding sentence, the Lender shall be
obligated, within five (5) Business Days after the Borrower so
requests, but not more than once in any calendar month, to make Loan
advances in the amount necessary for the Borrower to pay all expenses
then due and payable in connection with the ownership and operation of
the Project (including, without limitation, debt service on the First
Mortgage and the Loan); provided, however, that in no event shall
advances required to be made pursuant to this paragraph 4 exceed, in
the aggregate, $1,713,068 (the "Remaining Loan Amount"), the parties
hereby agreeing and acknowledging that the Remaining Loan Amount
constitutes the entire unadvanced portion of the Loan, and that the
Lender's only remaining obligation to make Loan advances is as set
forth in this paragraph 4 and in paragraph 5 hereof. Whenever the
Borrower so requests an advance hereunder, it shall be obligated,
prior to or simultaneously with such request, to make the deposit
described in subclause (2) of clause (b) of the immediately preceding
sentence, if applicable, and to provide the Lender with evidence of
such deposit. Each request for an advance hereunder (a) shall be
accompanied by a schedule certified as true and correct by the general
partner of the Borrower showing, in reasonable detail, the expenses on
account of which such request is being made, which expenses must
either conform to the budget for the Project then in effect (which
budget shall have been previously approved by the Lender, such
approval not to be unreasonably withheld) or be approved by the
Lender, such approval not to be unreasonably withheld, and (b) shall
not be on account of any expenses covered by a previous request for an
advance hereunder. As used herein, "Borrower Distributions" shall
mean, collectively, Partner Distributions and Lender Distributions (as
each such term is hereinafter defined). As used herein, "Partner
Distributions" shall mean any distributions or payments of cash by the
Borrower from and including the date hereof until and including the
Final Advance Date to or for the account of any of its then current or
former partners or to any affiliate of its then current or former
partners, whether on account of partnership distributions, Partner
Loans (as defined in the Partnership Agreement) or any other loans to
the Borrower, fees, line items in the construction budget provided for
in the Amended Loan Agreement, or otherwise, but excluding property
management fees to affiliates of Government Center Garage Associates
Limited Partnership in amounts set forth on Exhibit A attached hereto
and made a part hereof, and "Lender Distributions" shall mean any
payments by the Borrower to the Lender pursuant to the last sentence
of paragraph 5.3 hereof.
5. On the day (the "Final Advance Date") which is the
earlier of (i) the last day of the Free Rent Period and (ii) the date
on which all Free Rent Period Interest shall have been prepaid or paid
pursuant to paragraph 3 hereof, the following shall occur:
(a) Provided that there is then no outstanding Event
of Default, and subject to the first sentence of paragraph 5.3 below,
Lender shall make a Loan advance to the Borrower in the amount, if
any, by which (x) the Remaining Loan Amount, exceeds (y) the sum of
all Loan advances previously made by the Lender pursuant to paragraph
4 hereof (such excess being hereinafter referred to as the "Final Loan
Amount").
(b) Subject to the retention by the Borrower of cash
reserves and working capital to the extent permitted by the Amended
Additional Interest Agreement, all funds of the Borrower on hand as of
the Final Advance Date (including, for this purpose and without
limitation, (a) proceeds of the Loan advance to be made pursuant to
paragraph 5.1 hereof without deduction for the retained amounts
described in the first sentence of paragraph 5.3 below and (b) GSA
Payments) shall be payable (and paid) on the Final Advance Date as
follows and in the following order of priority:
(i) Such funds, up to the total amount of all
GSA Payments theretofore received (whether paid monthly or otherwise),
shall first be payable to the Borrower and the Lender in accordance
with Section 2(a) of the Amended Additional Interest Agreement
(including that portion of such Section requiring payment of the
Priority Amount, as such term is used therein, for each calendar year
on account of which such funds are payable as hereinafter provided in
this subparagraph 5.2.1, but only, in the case of calendar year 1993,
to the extent that the Priority Amount was not theretofore paid in
accordance with the last sentence of paragraph 5.3 hereof) as if the
Accrual Date, as such term is used in the Amended Additional Interest
Agreement, were January 1, 1993 and as if such payments made by the
GSA were Adjusted Gross Receipts, as such term is used in the Amended
Additional Interest Agreement, in the calendar year(s) in which they
were made;
(ii) The balance of such funds, up to the
Remaining Loan Amount, shall be payable 50% to the Lender and 50% to
the Borrower;
(iii) The balance of such funds, up to the
amount of $951,267.41, shall be payable 50% to the Lender and 50% to
the Borrower; and
(iv) The remaining balance of such funds shall
be payable to the Borrower and the Lender in accordance with
Section 2(a) of the Amended Additional Interest Agreement (including
that portion of such Section requiring payment of the Priority Amount)
as if the Accrual Date, as such term is used in the Amended Additional
Interest Agreement, were January 1, 1993 and as if such funds were
Adjusted Gross Receipts in calendar year 1993.
(c) The parties acknowledge and confirm that the
amounts payable to the Lender pursuant to subsections 5.2.1 through
5.2.4 above, up to the Final Loan Amount, shall, rather than be paid
to the Lender at the time of the Loan advance described in
paragraph 5.1 above, be retained by the Lender, and not advanced to
the Borrower pursuant to paragraph 5.1, in full satisfaction of the
Borrower's obligation, pursuant to subsections 5.2.1 through 5.2.4
above, to pay such retained amounts to the Lender. The Borrower
agrees that if the Borrower makes a Borrower Distribution prior to the
Final Advance Date, the amount thereof shall be paid to the Borrower
as a Partner Distribution and to the Lender as a Lender Distribution
in accordance with Section 2(a) of the Amended Additional Interest
Agreement (including the portion of such Section requiring payment of
the Priority Amount, as such term is used therein) as if the Accrual
Date, as such term is used in the Amended Additional Interest
Agreement, were January 1, 1993 and as if such funds were adjusted
Gross Receipts, as such term is used in the Amended Additional
Interest Agreement, in the calendar year 1993.
6. Borrower represents and warrants that as of the date
hereof, there are no outstanding Partner Loans (as defined in the
Partnership Agreement) that were made by or on behalf of Government
Center Garage Associates Limited Partnership.
7. The following sentence is hereby added to Exhibit F
of the Amended Loan Agreement:
"The beneficial interest of Edward J. McCormack, Jr. in
said Putnam Associates Realty Trust has been pledged to
Wainwright Bank as security for a loan having an original
principal balance of $1,750,000.
8. The Lender acknowledges and confirms that (a) the
Core and Shell Substantial Completion Date has occurred, (b) the
Shortfall Guaranty has terminated and is no longer of any force and
effect and (c) except with respect to the rehabilitation of the
elevators serving the parking garage portion of the Project, the
Completion and Cost Overrun Guaranty has terminated and is no longer
of any force and effect.
9. The Borrower shall not hire, engage or enter into any
contracts with Jonathan D. Albert ("Albert"), Warren B. Lane, John J.
Preotle, Jr. or any immediate family member of any of them, or any
entity that any of the foregoing persons has any right, title or
interest of any kind whatsoever, direct or indirect, in or to, without
the Lender's prior written consent, which consent may be withheld at
Lender's sole discretion. The foregoing, however, shall not be deemed
to (i) prohibit an entity affiliated with Albert from entering into a
lease of Project space on commercially reasonable terms for such
entity's own use as an office or (ii) prohibit Albert from acting as a
consultant or agent in any capacity (including in connection with the
Project) for The Rubin Companies, Richard H. Rubin or any family
member of Richard H. Rubin or any entity in which Richard H. Rubin has
an interest, other than directly with the Borrower, provided that:
(X) Any compensation which Albert receives for such
consulting or agency services shall not be paid by the Borrower or
otherwise from the revenues of the Project (whether as a fee or
operating expense or distribution or other direct or indirect charge
or payment of any kind whatsoever, but excluding partnership distri-
butions which have previously been paid from Project revenues);
provided, however, that Albert may be compensated by the Borrower or
otherwise out of Project revenues for consulting services rendered
with respect to the GSA Claim and the Borrower's dispute with Stolte
Inc. relating to the construction of the Project (and not with respect
to any other matters), provided that such compensation is on
commercially reasonably terms;
(Y) Albert shall not in connection with the Project render
on a regular basis services customarily performed by the property
manager of the Project, or otherwise be entitled to share directly in
the payment of property management fees payable in connection with the
Project; and
(Z) Albert shall not render advisory or other services in
connection with any negotiations, communications, disputes or
litigation between the Lender and the Borrower, or any question or
matter involving the Borrower's and/or the Lender's compliance with or
rights under the terms of the Loan.
10. The Borrower hereby acknowledges and confirms that as
of the date hereof, (a) the outstanding unpaid principal balance of
the Note is $57,486,932 and (b) to the best of its knowledge, it has
no defenses, offsets or counterclaims to its obligations under, and no
causes of action with respect to, the Note and the other Loan
Documents. The Lender hereby acknowledges and confirms that to the
best of its knowledge, as of the date hereof no Event of Default
exists and no event has occurred and no condition exists which, with
the giving of notice or the lapse of time or both, would constitute an
Event of Default.
11. The definition of "Break-even Date" in Schedule A of
the Amended Loan Agreement is hereby amended to read in its entirety
"January 1, 1993".
12. Pursuant to Section 8.1.5 of the Amended Loan
Agreement, the Lender hereby expressly consents to the assignment by
LSA of its entire interest in GCG to GCA and Rubin pursuant to an
Assignment of Partnership Interests of even date herewith, and to the
withdrawal of LSA as a general partner of GCG.
13. The Lender and the Borrower hereby agree that their
respective addresses for notice under each of the Loan Documents are
changed to the following:
To the Borrower:
Richard H. Rubin, as trustee of Government Center
Garage Realty Trust
c/o The Richard H. Rubin Companies
11200 Rockville Pike
Suite 200
Rockville, MD 20852
with a copy to:
Feldman, Bodansky & Rubin
1819 L Street, N.W.
Seventh Floor
Washington, D.C. 20036
Attention: Steven K. Rubin, Esq.
and
Rubin and Rudman
50 Rowes Wharf
Boston, Massachusetts 02110
Attention: Myrna Putziger
To the Lender:
Dean Witter Realty Yield Plus, L.P.
and Dean Witter Realty Yield Plus II, L.P
c/o Dean Witter Realty Inc.
64th Floor
Two World Trade Center
New York, New York 10048
Attention: E. Davisson Hardman, Jr.
with a copy to:
Mitchell L. Berg, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
To Rubin, Rubin/GCA, and/or GCA:
Richard H. Rubin
c/o The Richard H. Rubin Companies
11200 Rockville Pike
Suite 200
Rockville, MD 20852
with a copy to:
Feldman, Bodansky & Rubin
1819 L Street, N.W.
Seventh Floor
Washington, D.C. 20036
Attention; Steven K. Rubin, Esq.
and
Rubin and Rudman
50 Rowes Wharf
Boston, Massachusetts 02110
Attention: Myrna Putziger
The parties further acknowledge that from and after the date hereof,
no notice need be given to LSA.
14. The Borrower represents and warrants to the Lender
that:
(1) This Agreement has been duly authorized,
executed and delivered by the Borrower;
(2) each of the Other Restructuring Documents (as
hereinafter defined) has been duly
authorized, executed and delivered by the
Borrower;
(3) this Agreement and the Other Restructuring
Documents constitute valid and binding
obligations of the Borrower in accordance
with their respective terms, except as
enforceability may be limited by applicable
bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the
enforcement of creditors' rights generally
and
(4) the execution, delivery and performance of
this Agreement and the Other Restructuring
Documents, compliance by the Borrower with
the provisions hereof and of the Other
Restructuring Documents, and the consummation
of the transactions contemplated hereby and
thereby have been duly authorized by all
necessary trust and partnership action on the
part of the Borrower and will not conflict
with, result in a breach of or constitute a
default under (i) any agreement, indenture or
instrument to which the Borrower is a party
or by which it is bound or (ii) the organiza-
tional documents of the Borrower.
As used herein, the term "Other Restructuring Documents"
shall mean, collectively, (i) the following documents of even date
herewith by and between the Borrower and the Lender: (a) Second
Amendment to Additional Interest Agreement; (b) Second Amendment to
Second Mortgage and Security Agreement; (c) Amendment to Second
Conditional Assignment of Rents and Leases; (d) Amendment to
Assignments and (e) Second Amendment to Notes and (ii) that certain
Government Center Garage Realty Trust Direction of Beneficiary of
even date herewith by GCGA Limited Partnership.
15. Each of the Borrower and the Lender shall cooperate
with the other, and shall execute, acknowledge and deliver such
documents and take such further actions as may be reasonably
requested by the other, to carry out the provisions hereof and of
the Other Restructuring Documents and the transactions contemplated
hereby and thereby.
16. As modified hereby, the Original Loan Agreement, as
modified by the First Loan Amendment and the Second Loan Amendment,
is hereby ratified and confirmed in all respects by the parties
hereto. Without limiting the foregoing, the parties hereto hereby
acknowledge and confirm the provisions of Section 11.14 of the
Original Loan Agreement, which provisions are, subject to provisions
of the Amended Additional Interest Agreement relating to recourse
liability after the End Transaction (as defined therein), (i) hereby
made applicable to the Original Loan Agreement, as amended by the
First Loan Amendment and the Second Loan Amendment and as amended
hereby, and (ii) hereby incorporated herein by reference.
17. This Agreement is to be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts.
18. This Agreement may be executed in counterparts and
as so executed under seal shall constitute but one Agreement.
IN WITNESS WHEREOF, the Borrower and the Lender have duly
executed this Agreement on the day and year first above written.
BORROWER:
/s/Richard H. Rubin
___________________________________
Richard H. Rubin, as Trustee of Government Center
Garage Realty Trust and not individually
/s/Myrna Putziger
___________________________________
Myrna Putziger, as Trustee of Government Center
Garage Realty Trust and not individually
LENDER:
DEAN WITTER REALTY YIELD PLUS, L.P.
By: Dean Witter Realty Yield Plus
Inc., general partner
/s/E. Davisson Hardman, Jr.
By:__________________________
E. Davisson Hardman, Jr.
Name:_____________________
President
Title:____________________
By: Dean Witter Realty Yield Plus
Associates, L.P., general
partner
By: Dean Witter Realty Yield
Plus, Inc., general
partner
/s/ E. Davisson Hardman, Jr.
By:__________________________
E. Davisson Hardman, Jr.
Name:_____________________
President
Title:____________________
DEAN WITTER REALTY YIELD PLUS II, L.P.
By: Dean Witter Realty Yield Plus II
Inc., general partner
/s/E. Davisson Hardman, Jr.
By:__________________________
E. Davisson Hardman, Jr.
Name:_____________________
President
Title:____________________
By: Dean Witter Realty Yield Plus
Associates II, L.P., general
partner
By: Dean Witter Realty Yield
Plus II, Inc.
general partner
/s/E. Davisson Hardman, Jr.
By:__________________________
E. Davisson Hardman, Jr.
Name:_____________________
President
Title:____________________
<PAGE>
Exhibit (10)(j)
______________
SECOND AMENDMENT TO NOTES
This SECOND AMENDMENT TO NOTES (this "Second Amendment")
dated September 20, 1993 by and among Richard H. Rubin and Myrna
Putziger, as trustees under a declaration of trust dated November 1,
1983 and recorded in the Suffolk County Registry of Deeds in Book
10615, Page 58, and filed with the Suffolk Registry District of the
Land Court on Certificate of Title No. 96370, of GOVERNMENT CENTER
GARAGE REALTY TRUST, a Massachusetts nominee trust (the "Maker"),
having a principal place of business c/o The Richard H. Rubin
Companies, 11200 Rockville Pike, Suite 200, Rockville, Maryland
20852, and DEAN WITTER REALTY YIELD PLUS, L.P., a Delaware limited
partnership ("YP") and DEAN WITTER REALTY YIELD PLUS II, L.P., a
Delaware limited partnership ("YPII"; YP and YPII being collectively
referred to hereinafter as the "Holder"), each having its principal
place of business at Two World Trade Center, New York, New York
10048.
W I T N E S S E T H :
WHEREAS, (a) the Maker executed and delivered to YP a
certain Amended and Restated Construction Loan/Office Loan
Promissory Note (Yield Plus) dated as of October 12, 1989 (the
"Original YP Note") and (b) the Maker and YP executed and delivered
a certain First Amendment to Amended and Restated Construction
Loan/Office Loan Promissory Note (Yield Plus II) dated June 22, 1990
(the "YP Note Amendment"; the Original YP Note, as amended by the YP
Note Amendment, being hereinafter referred to as the "YP Note"); and
WHEREAS, (a) the Maker executed and delivered to YPII a
certain Amended and Restated Construction Loan/Office Loan
Promissory Note (Yield Plus II) dated as of October 12, 1989 (the
"Original YPII Note") and (b) the Maker and YPII executed and
delivered a certain First Amendment to Amended and Restated
Construction Loan/Office Loan Promissory Note (Yield Plus II) dated
June 22, 1990 (the "YPII Note Amendment"; the Original YPII Note, as
amended by the YPII Note Amendment, being hereinafter referred to as
the "YPII Note," and the YP Note and the YPII Note being hereinafter
collectively referred to as the "Notes"); and
WHEREAS, the Maker and the Holder are this day executing
and delivering a Supplemental Loan Agreement ("SLA") and a Second
Amendment to Additional Interest Agreement ("Additional Interest
Amendment"), each of which documents amends in certain respects the
terms of the loan evidenced by the Notes; and
WHEREAS, the Maker and the Holder wish to modify both of
the Notes on the terms and conditions set forth herein to reflect
the provisions of the SLA and the Additional Interest Amendment;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants herein contained, the Maker and the Holder
hereby agree as follows:
19. All capitalized terms used and not defined herein
shall have the meanings ascribed to them in the Notes.
20. All references in the Notes to the Loan Documents
shall be deemed to refer to, collectively, the YP Note, the YPII
Note, the Loan Agreement, the Additional Interest Agreement, the
Indemnity Agreement and each Security Document, as each such
document has been amended or modified through the date hereof
(including, without limitation, hereby and by the SLA and the
Additional Interest Amendment) and may be amended or modified from
time to time. All references in the Notes to the Loan Agreement
shall be deemed to refer to the Loan Agreement, as such document has
been amended through the date hereof (including by the SLA) and may
be further amended from time to time. All references in the Notes
to the Additional Interest Agreement shall be deemed to refer to the
Additional Interest Agreement, as such document has been amended
through the date hereof (including by the Additional Interest
Amendment) and may be further amended from time to time.
21. The Maker hereby ratifies and confirms the YP Note
and the YPII Note, as amended hereby, in all respects. The Lender
and the Maker hereby acknowledge and confirm the non-recourse
provisions set forth in the third paragraph of page 6 of both the
Original YP Note and the Original YPII Note, which non-recourse
provisions are, subject to provisions in the Additional Interest
Agreement relating to recourse liability after the End Transaction
(as defined therein), (i) hereby made applicable to the Notes, as
amended hereby, and (ii) hereby incorporated herein by reference.
22. This Second Amendment shall be construed, enforced
and governed by the laws of the Commonwealth of Massachusetts.
23. This Second Amendment may be executed in counter-
parts and as so executed shall constitute but one Amendment.
IN WITNESS WHEREOF, the Maker and the Holder have duly
executed under seal this Amendment on the day and year first above
written.
Maker:
/s/Richard H. Rubin
___________________________________
Richard H. Rubin, as Trustee of Government
Center Garage Realty Trust and not
individually
/s/Myrna Putziger
___________________________________
Myrna Putziger, as Trustee of Government
Center Garage Realty Trust and not
individually
Holder:
DEAN WITTER REALTY YIELD PLUS, L.P.
By: Dean Witter Realty Yield Plus
Inc., general partner
/s/E. Davisson Hardman, Jr.
By:__________________________
E. Davisson Hardman, Jr.
Name:_____________________
President
Title:____________________
By: Dean Witter Realty Yield Plus
Associates, L.P., general
partner
By: Dean Witter Realty Yield
Plus, Inc., general
partner
/s/E. Davisson Hardman, Jr.
By:__________________________
E. Davisson Hardman, Jr.
Name:_____________________
President
Title:____________________
DEAN WITTER REALTY YIELD PLUS II, L.P.
By: Dean Witter Realty Yield Plus
Inc., general partner
/s/E. Davisson Hardman, Jr.
By:__________________________
E. Davisson Hardman, Jr.
Name:_____________________
President
Title:____________________
By: Dean Witter Realty Yield Plus
Associates II, L.P., general
partner
By: Dean Witter Realty Yield
Plus Associates II, L.P.,
general partner
/s/E. Davisson Hardman, Jr.
By:__________________________
E. Davisson Hardman, Jr.
Name:_____________________
President
Title:____________________
