-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HsPM4MjDf6X+CHioQ6kQTVqvUC9vZYs1XqDcY/ymyHfAkDEXxrP7Xw7PnaDdnQEO wlFDe6dCXc6D16b5PWKWwQ== 0000916002-00-000021.txt : 20000229 0000916002-00-000021.hdr.sgml : 20000229 ACCESSION NUMBER: 0000916002-00-000021 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19991130 FILED AS OF DATE: 20000228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXUS REAL PROPERTY-FOUR L P CENTRAL INDEX KEY: 0000700720 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 431250566 STATE OF INCORPORATION: MO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-11023 FILM NUMBER: 555726 BUSINESS ADDRESS: STREET 1: 1100 MAIN STREET 2: SUITE 2100 CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164214670 MAIL ADDRESS: STREET 1: 1100 MAIN, SUITE 2100 CITY: KANSAS CITY STATE: MO ZIP: 64105 FORMER COMPANY: FORMER CONFORMED NAME: NOONEY REAL PROPERTY INVESTORS FOUR L P DATE OF NAME CHANGE: 19920703 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) _X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 1999 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 0-11023 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. (Exact name of Registrant as specified in its charter) Missouri 43-1250566 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1100 Main St, Ste 2100 Kansas City, Missouri 64105 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (816) 421- 4670 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - ------------------- ----------------------------------------- None Not Applicable Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interests (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 ___. _X_ 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. 1 As of February 1, 2000, the aggregate market value of the Registrant's units of limited partnership interest (which constitute voting securities under certain circumstances) held by non-affiliates of the Registrant was $12,047,000. (The aggregate market value was computed on the basis of the initial selling price of $1,000 per unit of limited partnership interest, using the number of units not beneficially owned on February 1, 2000 by the General Partners or holders of 10% or more of the Registrant's limited partnership Units. The initial selling price of $1,000 per unit is not the current market value. Accurate pricing information is not available because the value of the limited partnership units is not determinable since no active secondary market exists. The characterization of such General Partners and 10% holders as affiliates is for the purpose of this computation only and should not be construed as an admission for any purpose that any such persons are, or other persons not so characterized are not, in fact, affiliates of the Registrant). PART I ITEM 1: BUSINESS This 10-K contains forward-looking information (as defined in the Private Securities Litigation Reform Act of 1995) that involves risk and uncertainty, including trends in the real estate investment market, projected leasing and sales, and the future prospects for the Registrant. Actual results could differ materially from those contemplated by such statements. Maxus Real Property Investors-Four, L.P. (formerly known as Nooney Real Property Investors-Four, L.P.) (the "Registrant") is a limited partnership formed under the Missouri Uniform Limited Partnership Law on February 9, 1982, to invest, on a leveraged basis, in income-producing real properties such as shopping centers, office buildings, apartment complexes, office/warehouses and other commercial properties. The Registrant originally acquired five real property investments. Between 1990 and 1993, the Registrant disposed of three properties, two by sale and one by deed in lieu of foreclosure. Presently, the Registrant owns two properties, Cobblestone Court Shopping Center in Burnsville, Minnesota and Woodhollow Apartments in St. Louis County, Missouri. For information respecting these assets and revenue and income therefrom, see Exhibit 99.2 Financial Statements and Schedules, which is filed herewith and is incorporated by reference. (See Item 14(a)(1)). On November 19, 1999, Maxus Capital Corp. (formerly known as Nooney Capital Corp.) amended its articles of incorporation to change its name. On December 21, 1999, Maxus Capital Corp., the Registrant's general partner, filed an amendment to the Registrant's Certificate of Limited Partnership, changing (i) the name and address of the managing general partner to Maxus Capital Corp., 1100 Main, Suite 2100 Kansas City, MO 64105 and (ii) the Registrant's name to Maxus Real Property Investors-Four, L.P. The Registrant's primary investment objectives are to preserve and protect the Limited Partners' capital and obtain long-term appreciation in the value of its properties. The original term of the Registrant is until December 31, 2082. It was originally anticipated that the Registrant would sell or refinance its properties within approximately five to ten years after their acquisition. The depression of real estate values experienced nationwide from 1988 to 1993 lengthened this time frame in order to achieve the goal of capital appreciation. The Registrant is intended to be self-liquidating and proceeds, if any, from the sale or refinancing of the Registrant's real property investments will not be invested in new properties but will be distributed to the 2 Partners or, at the discretion of the managing General Partners, applied to capital improvements to, or the payment of indebtedness with respect to, existing properties, the payment of other expenses or the establishment of reserves. As previously reported, the Registrant entered into contracts as of November 13, 1998 to sell both of the Registrant's properties to American Spectrum Realty, Inc. ("ASR"), a former affiliate (prior to the change in control described below) of the managing General Partner of the Registrant. Pursuant to a proxy statement and majority vote, the limited partners approved the sale on January 21, 1999, at a special meeting held for that purpose. Under the terms of the contracts, ASR was to have satisfied or waived all contingencies contained in the contracts by April 6, 1999. Certain of the contingencies were not satisfied or waived by that date and the managing General Partner agreed to extend the contingency period for 30 days. Since the time period for satisfying the contingencies was extended, no earnest money was deposited by ASR. Subsequently, the contingency period was extended for two additional 30-day periods, the final one expiring July 7, 1999. On July 7, 1999, certain contingencies remained unfulfilled and not waived. The managing General Partner elected not to grant any further extensions and the sale contracts have become null and void. On June 25, 1999 a complaint was filed in the United States District Court for the Eastern District of Missouri by Bond Purchase, L.L.C. ("Bond Purchase") against the Registrant and its general partner, Nooney Capital Corp. The complaint alleged that the defendants arranged for the sale of partnership assets to ASR, at a price which was $1 million less than another entity affiliated with the plaintiff was willing to pay. The complaint further alleged that Nooney Capital Corp, as a general partner of the Registrant, filed a proxy statement relating to the sale of partnership assets which omitted certain unspecified material facts and which otherwise failed to provide complete information to the limited partners. In addition, the complaint alleged that the defendants refused to allow the plaintiff access to the books and records of the partnership. The complaint sought injunctive relief against the proposed sale of the partnership assets, damages for alleged violations of the Securities Exchange Act, damages for alleged breaches of fiduciary duty, appointment of a receiver for the partnership and an accounting. The Registrant and Nooney Capital Corp. moved to dismiss the complaint on various grounds, including the fact that the sale transaction did not take place. As a result of the settlement described below, Bond Purchase dismissed its lawsuit against the Registrant and Nooney Capital Corp. On November 9, 1999, S-P properties, Inc., a wholly-owned subsidiary of CGS Real Estate Company, Inc. ("CGS") sold all of the outstanding stock of Nooney Capital Corp, the Registrant's managing General Partner, to Bond Purchase for $177,000 cash. David L. Johnson owns 86% of the outstanding equity interests in Bond Purchase. The sale was part of a larger agreement entered into by CGS and its affiliates with Bond Purchase and certain affiliates, pursuant to which Bond Purchase and CGS agreed (i) to stipulate to the dismissal of certain lawsuits among the parties (including the complaint filed by Bond Purchase against the Registrant) (ii) to settle certain disputes between CGS and Bond Purchase and (iii) to transfer stock and/or partnership Units in various private and publicly-traded entities controlled at that time by CGS. 3 In connection with the sale, each of the members of the Board of Directors and each of the officers of the managing General Partner resigned, effective as of the closing under the settlement agreement. David L. Johnson, Daniel W. Pishny and John W. Alvey were appointed as members of the Board of Directors. Effective November 9, 1999, the new members of the Board of Directors elected the following officers: David L. Johnson, Chairman and Executive Vice President; Daniel W. Pishny, President; and John W. Alvey, Vice-President, Secretary and Treasurer. Nooney, Inc., a former affiliate (prior to the change of control described above) of the managing General Partner, also terminated its management agreement with the Partnership effective as of November 9, 1999. The Partnership entered into a property management agreement with Maxus Properties, Inc. ("Maxus"), a Missouri corporation that is an affiliate of Bond Purchase. David L. Johnson, the principal equity holder of Bond Purchase, is also the majority shareholder of Maxus. On January 28, 2000, the Registrant entered into a contract to sell the Cobblestone Court Shopping Center ("Cobblestone"), located at 14150 Nicollet Avenue South in Burnsville, Minnesota, a suburb of Minneapolis, to an unrelated third party, Farrington Properties, Inc., a Minnesota corporation. The sale price is $5,100,000. The contract was subject to a fifteen (15) day due diligence period pursuant to which Farrington had the right to terminate the contract without liability to the Registrant. The due diligence period expired February 12, 2000. The sale is tentatively scheduled to close on March 28, 2000 with the contract providing for one 45 day extension. The sale is subject to certain conditions, including but not limited to delivery of satisfactory title and delivery of satisfactory Subordination, non-disturbance and attornment agreements and estoppel letters from all tenants of the Property. The business in which the Registrant is engaged is highly competitive. The Registrant's investment properties are located in or near major urban areas and are subject to competition from other similar types of properties in such areas. The Registrant competes for tenants for its properties with numerous other real estate limited partnerships, as well as with individuals, corporations, real estate investment trusts and other entities engaged in real estate investment activities. Such competition is based on such factors as location, rent schedules and services and amenities provided. The Registrant has no employees. Property management services for the Registrant's investment properties are provided by Maxus. Maxus employs more than 250 people to manage 49 commercial properties, including more than 8,000 apartment units and 700,000 square feet of retail and office space. ITEM 2: PROPERTIES On February 16, l982, the Registrant purchased the Cobblestone Court Shopping Center ("Cobblestone"), located at 14150 Nicollet Avenue South in Burnsville, Minnesota, a suburb of Minneapolis. Cobblestone, which contains approximately 98,000 net rentable square feet, was constructed in l980 of brick and concrete with a wood facade covering a portion of an enclosed pedestrian walkway. Cobblestone is located on an 11 acre site which provides paved parking for 605 cars. The purchase price of Cobblestone was $5,882,318. Cobblestone was 61% leased by seven tenants at year end. 4 On July 28, l982, the Registrant purchased the Woodhollow Apartments ("Woodhollow"), a 402-unit garden apartment complex located on Dorsett Road in west St. Louis County, Missouri. The complex, which was constructed in phases in l971 and l972, consists of 17 buildings containing one, two and three bedroom apartments. The complex is located on a 26 acre site which provides paved parking for 707 cars. The purchase price of Woodhollow was $12,665,147. Woodhollow was 86% occupied at year end. Reference is made to Note 2 to Notes to Financial Statements filed herewith as Exhibit 99.2 in response to Item 8 for a description of the mortgage indebtedness secured by the Registrant's real property investments. The following table sets forth certain information as of November 30, 1999, relating to the properties owned by the Registrant.
AVERAGE ANNUALIZED EFFECTIVE TOTAL BASE RENT PRINCIPAL TENANTS SQUARE ANNUALIZED SQUARE PERCENT OVER 10% OF PROPERTY LEASE PROPERTY FEET BASE RENT FOOT LEASED SQUARE FOOTAGE EXPIRATION Cobblestone 97,718 $418,449 $ 7.02 61% T.J. Maxx (26.2%) 2001 Woodhollow 402 Units $2,298,232 $5,717/unit 86% None
ITEM 3: LEGAL PROCEEDINGS On June 25, 1999 a complaint was filed in the United States District Court for the Eastern District of Missouri by Bond Purchase, L.L.C. against the Registrant and its general partner, Nooney Capital Corp. The complaint alleged that the defendants arranged for the sale of partnership assets to American Spectrum Realty, Inc., an entity affiliated with Nooney Capital Corp., at a price which was $1 million less than another entity affiliated with the plaintiff was willing to pay. The complaint further alleged that Nooney Capital Corp, as a general partner of the partnership, filed a proxy statement relating to the sale of partnership assets which omitted certain unspecified material facts and which otherwise failed to provide complete information to the limited partners. In addition, the complaint alleged that the defendants refused to allow the plaintiff access to the books and records of the partnership. The complaint sought injunctive relief against the proposed sale of the partnership assets, damages for alleged violations of the Securities Exchange Act, damages for alleged breaches of fiduciary duty, appointment of a receiver for the partnership and an accounting. The Registrant and its general partner moved to dismiss the complaint on various grounds, including the fact that the sale transaction did not take place. Pursuant to the settlement agreement described below, Bond Purchase, L.L.C. dismissed its lawsuit against the Registrant and Nooney Capital Corp. On November 9, 1999, S-P properties, Inc., a wholly-owned subsidiary of CGS Real Estate Company, Inc. ("CGS") sold all of the outstanding stock of Nooney Capital Corp, the Registrant's managing General Partner, to Bond Purchase, L.L.C. for $177,000 cash. David L. Johnson owns 86% of the outstanding equity interests in Bond Purchase, L.L.C. 5 The sale was part of a larger agreement entered into by CGS and its affiliates with Bond Purchase and certain affiliates, pursuant to which Bond Purchase and CGS agreed (i) to stipulate to the dismissal of certain lawsuits among the parties (including the complaint filed by Bond Purchase against the Registrant) (ii) to settle certain disputes between CGS and Bond Purchase and (iii) to transfer stock and/or partnership units in various private and publicly-traded entities currently controlled by CGS. In connection with the sale, each of the members of the Board of Directors and each of the officers of the managing General Partner resigned, effective as of the closing under the settlement agreement. David L. Johnson, Daniel W. Pishny, and John W. Alvey were appointed as members of the Board of Directors. Effective November 9, 1999, the new members of the Board of Directors elected the following officers: David L. Johnson, Chairman and Executive Vice President; Daniel W. Pishny, President; and John W. Alvey, Vice-President, Secretary and Treasurer. Nooney, Inc, a former affiliate (prior to the change in control described above) of the managing General Partner, also terminated its management agreement with the Partnership effective as of November 9, 1999. The Partnership entered into a property management agreement with Maxus Properties, Inc., a Missouri corporation that is an affiliate of Bond Purchase. David L. Johnson, the principal equity holder of Bond Purchase, is also the majority shareholder of Maxus. ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On July 15, 1999, Millenium Investors 2, LLC ("Millenium"), a California limited liability company, commenced a solicitation of the Registrant's limited partners seeking the approval by written consent (the "Consents") of the limited partners to remove the general partners and to elect Millenium as the new general partner of the Registrant, and to approve the liquidation of the Registrant and final distribution of its assets to the limited partners. Millenium terminated its solicitation of Consents as of November 30, 1999, in response to the recent change of control of the Registrant. Millenium filed a report with the Securities and Exchange Commission indicating that it received Consents with respect to 6,317 limited partnership units (approximately 47% of the outstanding units). According to Millenium, of the Consents received, 95% were voted in favor of Millenium's proposals. PART II ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS As of February 1, 2000, there were 1,148 record holders of Units in the Registrant. There is no public market for the Units, and it is not anticipated that a public market will develop. There were no cash distributions paid to the Limited Partners during fiscal 1998 or fiscal 1999. 6 ITEM 6: SELECTED FINANCIAL DATA
Year Ended November 30, 1999 1998 1997 1996 1995 (Not covered by independent auditors' report) Rental and other income $3,250,073 $ 3,287,570 $ 3,406,566 $ 3,505,163 $ 3,391,439 Loss before adjustment to (503,472) (401,699) (193,748) (18,733) (151,835) liquidation basis Data per limited partnership (36.56) (29.18) (14.07) (1.36) (11.03) unit - loss before adjustment to liquidation basis Weighted average limited 13,529 13,529 13,529 13,529 13,529 partnership units outstanding At year-end: Total assets (1) 11,314,263 17,918,396 11,628,080 11,211,633 11,322,989 Investment property - net 10,983,890 17,585,000 11,110,241 10,678,208 10,705,962 Mortgage notes payable 13,825,996 13,500,465 12,871,393 12,529,484 12,268,720 Partners' deficit (1) (3,046,544) -- (1,687,945) (1,494,197) (1,475,464) Net liabilities in -- (3,128,533) -- -- -- liquidation (1)
See Item 7: Management's Discussion and Analysis for discussion of comparability of items. (1) A plan of liquidation was approved effective January 21, 1999. As a result, the Partnership's financial statements as of and for the year ended November 30, 1998 were prepared on a liquidation basis of accounting. The planned liquidation was not consummated and as such, the 1999 financial statements are no longer presented on a liquidation basis of accounting. ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources Cash reserves as of November 30, 1999 are $21,021, a decrease of $206,352 from the year ended November 30, 1998. The decrease in cash is due primarily to an increase in operating loss of $101,773 caused by continued lower occupancy at Cobblestone Court, an increase in accounts receivable of $82,556 and an increase in prepaid expenses of $19,100. An increase of $334,937 in capital 7 expenditures and a decrease of $152,652 in deferred expenses were offset by an increase in proceeds from mortgage notes payable of $499,534. On January 28, 2000, the Registrant entered into a contract to sell the Cobblestone Court Shopping Center ("Cobblestone"), located at 14150 Nicollet Avenue South in Burnsville, Minnesota, a suburb of Minneapolis, to an unrelated third party, Farrington Properties, Inc., a Minnesota corporation. The sale price is $5,100,000. The contract was subject to a fifteen (15) day due diligence period pursuant to which Farrington had the right to terminate the contract without liability to the Registrant. The due diligence period expired February 12, 2000. The sale is tentatively scheduled to close on March 28, 2000 with the contract providing for one 45 day extension. The sale is subject to certain conditions, including but not limited to delivery of satisfactory title and delivery of satisfactory Subordination, non-disturbance and attornment agreements and estoppel letters from all tenants of the Property. The Cobblestone sales contract provides for a net sale price of $5,100,000. If consummated as currently structured the transaction would result in a gain of approximately $1,529,000. There is no assurance at this time, however, that the transaction will be consummated or that the gain will be realized. On November 30, 1998, the Registrant refinanced the debt on both of its properties. A new loan agreement with an aggregate balance of $13,500,465 secured by both Cobblestone Court and Woodhollow Apartments was obtained. The loan agreement includes two notes, which are at a floating interest rate of LIBOR + 2.75% and call for monthly principal payments of $15,818. The notes mature November 30, 2001. In 1999, additional funds of $499,534 were borrowed on these notes. Results of Operations The results of operations for the Registrant's properties for the years ended November 30, 1999, 1998, and 1997 are detailed in the schedule below. The information contained in the schedule are the results of operations for each property prior to the proposed adjustment to liquidation basis. For further discussion of the potential liquidation of Cobblestone Court , see Item 7, "Liquidity and Capital Resources". Expenses of the Registrant are excluded.
Woodhollow Cobblestone ------------ ------------- 1999 Revenues $ 2,452,272 $ 789,371 Expenses 2,717,191 1,013,190 --------- --------- Net (Loss) from Operations $ (264,919) $ (223,819) ========= ========= 1998 Revenues $ 2,372,154 $ 911,124 Expenses 2,564,351 1,126,982 --------- --------- Net (Loss) from Operations $ (192,197) $ (215,858) ========= =========
8
1997 Woodhollow Cobblestone ------------ ------------- Revenues $ 2,371,681 $ 1,036,061 Expenses 2,442,025 1,156,047 --------- --------- Net (Loss) from Operations $ (70,344) $ (119,986) ========= =========
1999 Property Comparisons Cobblestone Court revenues declined $121,753 from 1998 to 1999 due to a decrease in base rental revenue of $77,094 and common area maintenance income of $78,415, partially offset by an increase in percentage rental income of $29,477. The revenues decreased due to the decrease in average occupancy from 1998 to 1999. Expenses decreased $104,360 in 1999 compared to 1998. The primary reason for the decrease in expenses was a decrease in property operating expenses of $193,647, including a decrease of $78,111 in management fees and a $77,950 decrease in property taxes. The decrease in expense was partially offset by an increase in professional service expense of $79,957. At Woodhollow Apartments, revenues increased $80,118 from 1998 to 1999. Expenses increased $166,632 in 1999 compared to 1998, due to an increase in repair and maintenance expense of $69,846, depreciation of $14,592, interest expense of $38,632 and professional services of $52,457. The increased expenses were partially offset by a decrease in amortization expense of $16,493. The occupancy levels at the Registrant's properties as of November 30 were: Occupancy rates at November 30 1999 1998 1997 Woodhollow 87% 92% 92% Cobblestone 61% 59% 69% At Woodhollow, occupancy decreased when compared to 1998. A rental increase was implemented on each floorplan during the year. There were a high number of vacant one bedroom units at November 30, 1999. The rent on these units has since been reduced in an effort to increase the demand for one bedroom rental apartments. Occupancy at Cobblestone Court increased from 59% at the beginning of the year to 61% at the end of the year, although average occupancy percent for the year decreased from 1998 to 1999. No tenants vacated their space during the year. No tenants renewed their lease during the year. No new tenants were signed during the year, with the exception of one seasonal tenant who occupied space for the holiday season (October 25, 1999 through December 31, 1999), which accounted for the increase in occupancy. A contract to sell the center was signed January 28, 2000. For further discussion of the potential sale of Cobblestone Court , see Item 7, "Liquidity and Capital Resources". The center has one major tenant who occupies approximately 26% of the available space under a lease which expires in January 2001. A second major tenant occupies approximately 9% of the available space under a lease which expires April 2000. 9 Year 2000 issues Information Technology Systems Subsequent to December 31, 1999, the Registrant has not experienced any material information technology ("IT") or embedded ("non-IT") systems disruptions or failures and anticipates no material systems problems at Cobblestone Court or Woodhollow Apartments. Material Third Parties' Systems Failures Evaluation of material third parties' Year 2000 readiness status was essentially complete as of December 31, 1999. The Registrant continues to monitor for any additional information pertaining to these parties' Year 2000 readiness. The Registrant has not experienced and does not anticipate any Year 2000 performance issues related to its material third parties. 1999 Comparisons For the year ended November 30, 1999, the Registrant's consolidated revenues are $3,250,073 compared with $3,287,570 for the year ended November 30, 1998. The decrease in revenues of $37,497 (1.1%) can be attributed primarily to the decrease in revenue from Cobblestone Court due to the decrease in occupancy previously discussed. The Registrant's consolidated expenses were $3,753,545 for the year ended November 30, 1999 as compared to $3,689,269 for the year ended November 30, 1998. The increase in expenses of $64,276 (1.7%) is mainly attributable to an increase in repairs and maintenance of $32,663 and depreciation of $64,513, offset partially by a decrease in interest expense of $44,606. An increase in professional fees of $148,767, primarily as a result of litigation which has been resolved, was offset by a decrease in management fees of $74,884, and real estate taxes of $67,519. The loss before adjustment to liquidation basis for the year ended 1999 was $503,472 or $36.56 per limited partnership unit as compared to a loss before adjustment to liquidation basis of $401,699 or $29.18 per limited partnership unit for the year ended 1998. Cash flow provided by operating activities was $327,711 for the year ended 1999 as compared to cash flow used in operating activities of $204,952 for the year ended 1998. 1998 Comparisons For the year ended November 30, 1998, the Registrant's consolidated revenues were $3,287,570 compared to $3,406,566 for the year ended November 30, 1997. The decrease in revenues of $118,996 (3.5%) can be attributed to the decrease in revenue from Cobblestone Court due to the decrease in occupancy previously discussed. The Registrant's consolidated expenses were $3,689,269 for the year ended November 30, 1998 as compared to $3,600,314 for the year ended November 30, 1997. The increase in expenses of $88,955 (2.5%) is mainly attributable to an increase in depreciation and amortization of $66,310 and payroll expense of $47,389, partially offset by decreases in other expenses of $26,477. 10 The loss before adjustment to liquidation basis for the year ended 1998 was $401,699 or $29.18 per limited partnership unit as compared to a loss before adjustment to liquidation basis of $193,748 or $14.07 per limited partnership unit for the year ended 1997. Cash flow used in operating activities was $204,952 for the year ended 1998 as compared to cash flow provided by operating activities of $672,300 for the year ended 1997. The main reasons for the significant decrease is an adjustment for accruals to the liquidation basis net of the write down of investment property (see potential liquidation of the Registrant in Item 7 "Liquidity and Capital Resources" and Note 2 to Notes to Financial Statements), and a decrease in accounts payable and accrued expenses of $378,280. Inflation The effects of inflation did not have a material impact upon the Registrant's operation in fiscal l999 and are not expected to materially affect the Registrant's operation in 2000. Interest Rates The interest rate on floating rate debt fluctuated in 1999 and was 8.34% at November 30, 1999. Future significant increases in LIBOR could adversely affect the operations of the Registrant. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Registrant considered the provision of Financial Reporting Release No. 48 "Disclosure of Accounting Policies for Derivative Financial Instruments and Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative Information about Market Risk Inherent in Derivative Financial Instruments, Other Financial Instruments and Derivative Commodity Instruments". The Registrant had no holdings of derivative financial or commodity instruments at November 30, 1999. A review of the Registrant's other financial instruments and risk exposures at that date revealed that the Registrant had exposure to interest rate risk. The Registrant utilized sensitivity analyses to assess the potential effect of this risk and concluded that near-term increases in the interest rate will negatively affect the Registrant as all of the debt on its properties is on a floating rate. Based on the Registrant's current outstanding borrowings, at an average interest rate of 8.34 % per annum, a 100 basis point increase in market interest rates would increase interest expense and decrease earnings before income taxes by approximately $130,000. ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial Statements of the Registrant are filed herewith as Exhibit 99.2 and are incorporated herein by reference (see Item 14(a)(1)). The supplementary financial information specified by Item 302 of Regulation S-K is provided in Item 7. ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Registrant dismissed Deloitte and Touche and appointed KPMG as the Registrant's independent auditors for the year 1999, based on the recommendation of the managing General Partner. For more information regarding the change in auditors, refer to the Form 8-K filed January 25, 2000, as amended February 16, 2000 and the Form 8-K filed February 11, 2000. 11 PART III ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Registrant has two General Partners. The background and experience of the General Partners are as follows: The managing General Partner of the Registrant responsible for all aspects of the Registrant's operations is Maxus Capital Corp., a Missouri corporation (formerly known as Nooney Capital Corp.). Maxus Capital Corp. was formed in February 1982 for the purpose of being a general and/or limited partner in the Registrant and other limited partnerships. On November 9, 1999, S-P Properties, Inc. sold all of the outstanding stock of Nooney Capital Corp. (now known as Maxus Capital Corp.) to Bond Purchase, L.L.C., a Missouri limited liability company. The three members of the board of directors of Maxus Capital Corp. are David L. Johnson, Daniel W. Pishny and John W. Alvey. The executive officers are Mr. Johnson, Chairman and Executive Vice President; Mr. Pishny, President; and Mr. Alvey, Vice President, Secretary and Treasurer. Mr. Johnson, age 43, is a member of the Board of Trustees and Chairman of Nooney Realty Trust, Inc., a publicly-traded real estate investment trust ("NRTI"). Mr. Johnson also is Chairman, Chief Executive Officer, and majority shareholder of Maxus Properties, Inc. ("Maxus"), a Missouri corporation located at 1100 Main, Suite 2100, Kansas City, Missouri 64105, that specializes in commercial property management for affiliated owners. Maxus employs more than 250 people to manage 49 commercial properties, including more than 8,000 apartment units and 700,000 square feet of retail and office space. Mr. Johnson is also currently Vice President of KelCor, Inc. ("KelCor"), a Missouri corporation that specializes in the acquisition of commercial real estate. Mr. Pishny, age 37, is a member of the Board of Trustees and President of NRTI, and is President and Chief Operating Officer of Maxus. Mr. Pishny is responsible for the day-to-day operations of Maxus and its managed properties. Mr. Alvey, age 41, is Vice President of NRTI, Executive Vice President and Chief Financial Officer of Maxus and President of KelCor. John J. Nooney is a Special General Partner of the Partnership and as such, does not exercise control of the affairs of the Partnership. John J. Nooney joined Nooney Company in 1958 and was President and Treasurer until he resigned in 1992. The General Partners will continue to serve as General Partners until their withdrawal or their removal from office by the Limited Partners. ITEM 11: EXECUTIVE COMPENSATION Pursuant to the Registrant's limited partnership agreement, the General Partners are entitled to receive one percent (1%) of all of the net operating cash income of the Registrant. In addition, the limited 12 partnership agreement provides that the General Partners are entitled to additional distributions in connection with net extraordinary cash income generated by the Partnership. No cash distributions were paid to the General Partners during the fiscal year 1999 because the Partnership did not generate net operating cash income or net extraordinary cash income. In addition, no direct compensation was paid or payable by the Registrant to directors or officers (since it does not have any directors or officers) for the year ended November 30, 1999, nor was any direct compensation paid or payable by the Registrant to the General Partners or directors or officers of the corporate general partner for the year ended November 30, 1999. See Item 13 - Certain Relationships and Related Transactions for a discussion of transactions between the Registrant and certain affiliates of the General Partners. ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) Security Ownership of Certain Beneficial Owners. The table below sets forth each person or entity that has reported to the Registrant beneficial ownership of more than 5% of the Registrant's limited partner units as of January 31, 2000. The percentage of ownership is based on 13,529 limited partner units outstanding as of February 1, 2000. Amount and Nature of Name Beneficial Ownership Percentage ---- -------------------- ---------- Bond Purchase, L.L.C. 1,482 10.95% 1100 Main, Suite 2100 Kansas City, Missouri 64105 Chris B. Garlich 773 5.71% 1610 Des Peres Rd., #370 St. Louis, Missouri 63131 (b) Security Ownership of Management. The table shown below sets forth the number of the Registrant's limited partner units beneficially owned as of January 31, 2000, directly or indirectly, by each general partner and executive officer and all general partners and executive officers as a group. securities shown. Amount and Nature of Name Beneficial Ownership (1) Percentage(2) John J. Nooney (3).................... -0- - David L. Johnson (4).................. 1,482 10.95% Daniel W. Pishny .................... -0- - John W. Alvey ........................ -0- - All general partners and officers..... 1,482 10.95% ________________ (1) A beneficial owner of a security includes a person who, directly or indirectly, has or 13 shares voting or investment power with respect to such security. Voting power is the power to vote or direct the voting of the security and investment power is the power to dispose or direct the disposition of the security. Each person listed has stated that he, either alone or with his spouse, has sole voting power and sole investment power with respect to the units shown as beneficially owned, except as otherwise indicated. (2) The percentages represent the total number of limited partner units in the adjacent column divided by 13,529, the number of issued and outstanding units of the Registrant on February 1, 2000. (3) Mr. Nooney, Special General Partner of the Registrant, is not known to the Registrant to be the beneficial owner, either directly or indirectly, of any limited partner units of the Registrant. (4) Represents units held by Bond Purchase, L.L.C. of which Mr. Johnson is approximately an 86% owner. (c) Changes in Control. There are no arrangements known to the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant. ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (a) Transactions with Management and Others. Nooney, Inc., the former manager of the Registrant's properties, is a wholly-owned subsidiary of CGS Real Estate Company, a former affiliate of the managing General Partner. Nooney, Inc. was entitled to receive monthly compensation from the Registrant for property management and leasing services, plus administrative expenses through November 9, 1999. During fiscal 1999 the Registrant paid property management fees of $89,627 to Nooney, Inc.. No amounts were paid as reimbursement for indirect expenses incurred in connection with management of the Registrant. During fiscal 1998 the Registrant paid property management fees of $176,292 to Nooney, Inc., and $40,000 as reimbursement for indirect expenses incurred in connection with management of the Registrant. Effective November 10, 1999, Maxus Properties, Inc., an affiliate of the managing General Partner, became the management company for the Registrant's properties. Pursuant to the current management contract for Cobblestone Court, Maxus is entitled to receive monthly compensation of Five and Four Tenths percent (5.4%) of the monthly gross receipts from the operation of Cobblestone Court, for property management and leasing services, plus reimbursement for administrative expenses. Pursuant to the current management contract for Woodhollow Apartments, Maxus is entitled to receive monthly compensation of Four and one half percent (4.5%) of the monthly gross receipts from the operation of Woodhollow Apartments, for property management and leasing services, plus reimbursement for administrative expenses. During fiscal 1999 the Registrant paid property management fees of $11,781 to Maxus. See Item 11 above for a discussion of cash distributions paid to the General Partners during fiscal l999. 14 (b) Certain Business Relationships. The relationship of certain of the General Partners to certain of their affiliates is set forth in Item 13(a) above. Also see Item 13(a) above for a discussion of amounts paid by the Registrant to the General Partners or their affiliates during fiscal 1999. (c) Indebtedness of Management. Not Applicable. (d) Transactions with promoters. Not Applicable. PART IV - ------- ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as a part of this report: (1) Financial Statements (filed herewith as Exhibit 99.2): Independent auditors' reports Balance sheet as of November 30, 1999 Statement of net liabilities in liquidation as of November 30, 1998 Statements of operations for the years ended November 30, 1999 and 1997 Statement of loss in liquidation for the year ended November 30, 1998 Statements of partners' deficit for the years ended November 30, 1999 and 1997 Statement of changes in net liabilities in liquidation for the year ended November 30, 1998 Statements of cash flows for the years ended November 30, 1999 and 1997 Statement of cash flows in liquidation for the year ended November 30, 1998 Notes to financial statements 15 (2) Financial Statement Schedules (filed herewith as Exhibit 99.2): Schedule 1 (Schedule I) - Reconciliation of partners' equity (deficit) Schedule 2 (Schedule III) - Real estate and accumulated depreciation All other schedules are omitted because they are inapplicable or not required under the instructions. (3) Exhibits: A list of exhibits required to be filed as part of this report on Form 10-K is set forth in the Exhibit Index, which immediately precedes such exhibits, and is incorporated herein by reference. (b) Reports on Form 8-K The following reports on Form 8-K were filed by the Registrant since the end of the third quarter of 1999, each of which are incorporated herein by reference (File No. 000-11023): On November 10, 1999, the Registrant filed a Form 8-K reporting a change in control of the Registrant. On January 21, 2000, the Registrant filed a Form 8-K reporting the change of the Registrant's name and the change of its general partner's name. On January 25, 2000, the Registrant filed a Form 8-K reporting the dismissal of Deloitte and Touche LLP as its certifying accountant. On February 16, 2000, the Registrant filed Amendment No. 1 to this Form 8-K. On February 11, 2000, the Registrant filed a report on Form 8-K reporting the appointment of KPMG as its certfifying accountant. On February 17, 2000, the Registrant filed a Form 8-K reporting an agreement entered into by the Registrant to sell Cobblestone Court Shopping Center. (c) Exhibits: A list of exhibits required to be filed as part of this report on Form 10-K is set forth in the Exhibit Index, which immediately precedes such exhibits, and is incorporated herein by reference. (d) Not Applicable 16 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) under 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. MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Maxus Capital Corp. General Partner Date: February 28, 2000 By:/s/ David L. Johnson David L. Johnson Chairman of the Board and Executive Vice President By:/s/ Daniel W. Pishny Daniel W. Pishny Director and President By:/s/ John W. Alvey John W. Alvey Director , Vice President Secretary and Treasurer 17 EXHIBIT INDEX Exhibit Number Description 2.1 Contract for the sale of Cobblestone Court Shopping Center dated January 28, 2000 is incorporated by reference to the Form 8-K filed by the Registrant under the Securities Act of 1933 (File No. 000-11023). 3.1 Amended and Restated Agreement and Certificate of Limited N/A Partnership dated April 7, 1982. 3.2 Amendment of Certificate of Limited Partnership dated December 21, 1999 is incorporated by reference to the Form 8-K filed by the Registrant under the Securities Act of 1933 (File No. 000-11023). 10.1 Management Contract between Maxus Real Property Investors-Four, L.P. and Maxus Properties, Inc. for the management of Cobblestone Court. 10.2 Management Contract between Maxus Real Property Investors-Four, L.P. and Maxus Properties, Inc. for the management of Woodhollow Apartments. 27 Maxus Real Property Investors-Four, L.P. Financial Data Schedule at November 30, 1999 for the year then ended. 99.1 List of Directorships filed in response to Item 10. 99.2 Financial Statements and Schedules. 18 EX-3.1 2 EXHIBIT 3.1 NOONEY REAL PROPERTY INVESTORS--FOUR (a Missouri Limited Partnership) AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP This Amended and Restated Agreement and Certificate of Limited Partnership entered into this 7th day of April, 1982, by and among G. J. NOONEY, GREGORY J. NOONEY, JR., JOHN J. NOONEY, JAMES J. FINN, JAMES J. O'CONNOR III, GREGORY J. NOONEY III and NOONEY CAPITAL CORP., a Missouri corporation, as General Partners, GRANT A. Grimes as the Initial Limited Partner, and those persons who shall hereafter be admitted as Limited Partners, as provided herein. W I T N E S S E T H: WHEREAS, the parties hereto formed a limited partnership under the Uniform Limited Partnership Law of the State of Missouri, pursuant to an Agreement and Certificate of Limited Partnership dated February 9, 1982, and now desire to amend in certain respects and restate in full the Agreement and Certificate of Limited Partnership; NOW, THEREFORE, pursuant to the terms, covenants and conditions set forth herein and the mutual promises contained herein, the parties hereto agree as follows: ARTICLE ONE DEFINED TERMS The defined terms used in this Agreement shall have the meanings specified below: "Acquisition Expenses" means expenses including but not limited to legal fees and expenses, travel and communications expenses, costs of appraisals, non-refundable option payments on property not acquired, accounting fees and expenses, title insurance and miscellaneous expenses related to selection and acquisition of properties, whether or not acquired. "Acquisition Fees" means the total of all fees and commissions paid by any party in connection with the purchase or development of Properties by the Partnership, except a development fee paid to a person not affiliated with the General Partners, in connection with the actual development of a project after acquisition of the land by the Partnership. Included in the computation of such fees or commissions shall be any real estate commission, selection fee, development fee, nonrecurring management fee, or any fee similar in nature, however designated. "Additional Limited Partners" means any of those Persons admitted to the Partnership pursuant to Section 3.3 hereof. "Adjusted Capital Contribution" means a Partner's Capital Contribution as reduced from time to time by all distributions of Net Extraordinary Cash Income made to a Partner or made to any predecessor holder of the partnership interest of the then Partner. "Affiliate" means (1) any Person directly or indirectly controlling, controlled by or under common control with another Person, (2) any Person owning or controlling ten percent (l0%) or more of the outstanding voting securities of such other Person, (3) any officer, director or partner of such Person, and (4) if such other Person is an officer, director or partner, any company for which such Person acts in any such capacity. "Agreement" means this Amended and Restated Agreement and Certificate of Limited Partnership as amended from time to time. "Capital Contribution" means the total amount of cash originally contributed to the Partnership by each Partner pursuant to the terms of this Agreement, reduced by any return of cash to the Partners pursuant to Section 4.2C or Section 3.2B hereof. Any reference in this Agreement to the Capital Contribution of a Partner shall include the Capital Contribution made by any predecessor bolder of the partnership interest of the then Partner. A-1 "Certificate of Limited Partnership" means this Agreement, as amended from time to time, if it is filed as a Certificate of Limited Partnership or such other document filed as a Certificate of Limited Partnership under the State Uniform Limited Partnership Law. "Code" means the Internal Revenue Code of 1954, as amended. "Consent of the Limited Partners" means the written consent or vote to do the act or to do the thing for which the consent or vote is solicited of so many of the Limited Partners whose combined Capital Contributions represent at least a majority of the total Capital Contributions of the Limited Partners. "Corporate General Partner" means Nooney Capital Corp., a Missouri corporation or any other corporation which succeeds it in such capacity. "Development Fee" means a fee for the packaging of a Partnership property including negotiating and approving plans, and undertaking to assist in obtaining zoning and necessary variances and necessary financing for the specified property, either initially or at a later date. "Effective Date" means the date on which the public offering referred to in Section 4.2 hereof commences. "Front-End Fees" means fees and expenses paid by any party for any services rendered during the Partnership's organizational and/or acquisition phase including Organizational and Offering Expenses, Acquisition Expenses, Acquisition Fees and any other similar fees, however designated by the General Partners or the Partnership. "General Partners" means G. J. Nooney, Gregory J. Nooney, Jr., John J. Nooney, James J. Finn, James J. O'Connor III, Gregory J. Nooney III and Nooney Capital Corp. or any other Person who becomes a successor or additional General Partner of the Partnership as provided herein (including the Successor General Partner), in such Person's capacity as a General Partner of the Partnership. "Individual General Partners" means G. J. Nooney, Gregory J. Nooney, Jr., John J. Nooney, James J. Finn, James J. O'Connor III and Gregory J. Nooney III or any other person who succeeds any of them in such capacity. "Initial Limited Partner" means Grant A. Grimes. "Investment in Properties" means the amount of Capital Contributions actually paid or allocated to the purchase, development, construction or improvement of the Properties acquired by the Partnership (including the purchase of properties, working capital reserves allocable thereto (except that working capital reserves in excess of 5% shall not be included), and other cash payments such as interest and taxes but excluding Front-End Fees and any Acquisition Fees paid by a seller of a Property to the Partnership. "Limited Partner" means the Initial Limited Partner prior to the time of his withdrawal, and any Additional Limited Partner or any Substituted Limited Partner, in such Person's capacity as a Limited Partner of the Partnership. "Major Capital Event" means any Partnership transaction not in the ordinary course of its business including, without limitation, sales of real or personal property, condemnations, recoveries of damage awards and insurance proceeds, and mortgage refinancing or borrowings, unless any such event shall be deemed insignificant in the good faith determination of the General Partners. "Net Extraordinary Cash Income" means all cash receipts arising from Major Capital Events less (1) the amount of cash disbursed or to be disbursed in connection with expenses relating to such Major Capital Event; (2) the amount necessary for the payment of all debts and obligations (other than a mortgage(s) remaining after the Major Capital Event) of the Partnership related to the particular Major Capital Event; and (3) the amount considered appropriate by the General Partners to provide reserves to pay taxes, insurance, debt service, repairs, replacements or renewals, and/or other costs and expenses incident to the ownership or operation of the Properties. "Net Operating Cash Income" means, with respect to any fiscal period, all revenues during such period not arising from Major Capital Events, determined in accordance with the Partnership's method of accounting, less Operating Expenses. "Notice" means a writing, containing the information required by this Agreement to be communicated to a party, sent by registered or certified mail, postage prepaid, to such party at the last known address of such party as shown on the records of the Partnership, the date of registry thereof or the date of the certification receipt therefor being deemed the date of receipt thereof. A-2 "Operating Expenses" means, with respect to any fiscal period, (1) to the extent paid other than with cash withdrawn from reserves therefor, the amount of cash disbursed (except cash disbursed in connection with a Major Capital Event) in such period in order to operate the Partnership and to pay expenses of the Partnership (including the management fees as provided for in Section 5.7 hereof and expenditures for debt service and capital improvements with respect to the Properties) and (2) amounts set aside (except amounts set aside related to a Major Capital Event or reserves for depreciation) for such period to maintain an adequate level of working capital and to pay taxes, insurance, debt service, repairs, replacements or renewals, and/or other costs and expenses incident to the ownership or operation of the Properties. "Organizational and Offering Expenses" means those expenses incurred in connection with and in preparing the Partnership for registration and subsequently offering and distributing the Units to the public, including sales commissions paid to broker-dealers in connection with the distribution of the Units and all advertising expenses. "Partner" means any General Partner or Limited Partner. "Partnership" means the limited partnership formed by this Agreement by the parties hereto, as said limited partnership may from time to time be constituted. "Person" means any individual, partnership, corporation, trust or other entity. "Profits and Losses For Tax Purposes" means, for Partnership accounting and tax purposes, the various items set forth in Section 702(a) of the Code and all applicable regulations or any successor law, and shall include, but not be limited to, items such as capital gain or loss, tax preferences, credits, depreciation, other deductions and depreciation recapture. "Properties" means all real properties which are purchased out of Capital Contributions or financing proceeds, and all improvements thereon and all repairs, replacements or renewals thereof, together with all personal property acquired which is from time to time located thereon or specifically used in connection therewith. "Purchase Price of Property" means the price paid upon the purchase or sale of a particular property, including the amount of Acquisition Fees and all liens and mortgages on the property, but excluding points and prepaid interest. "State Uniform Limited Partnership Law" means the Uniform Limited Partnership Law of the State of Missouri. "7% Cumulative Return" means a cumulative amount which shall be allocable or distributable to each Partner as provided herein in an amount equal to a seven percent (7%) per annum return (cumulative, but not compounded) on the amount of his respective Adjusted Capital Contribution, such return to begin not later than the end of the calendar month in which the Capital Contribution is made. "Substituted Limited Partner" means any Person admitted to the Partnership as a Limited Partner pursuant to the provisions of Section 7.2 hereof. "Successor General Partner" means anyone designated as a General Partner by Nooney Capital Corp. pursuant to this Agreement. "Termination Date" means the date on which the public offering referred to in Section 4.2 hereof terminates. "Unit" means the interest of a Limited Partner in the capital of the Partnership representing a Capital Contribution of One Thousand Dollars ($1,000). "Withdrawal" means, as to a General Partner, the occurrence of death, adjudication of insanity or incompetence, bankruptcy, dissolution, or voluntary or involuntary removal or withdrawal from the Partnership for any reason. ARTICLE TWO FORMATION, NAME AND OFFICE, PURPOSES, TERM AND DISSOLUTION 2.1 Formation The parties hereto hereby form a Limited Partnership pursuant to the provisions of the State Uniform Limited Partnership Law. 2.2 Name, Place of Business and Office The Partnership shall be conducted under the name of "Nooney Real Property Investors-Four." The principal office and place of business shall be 7701 Forsyth Boulevard, St. Louis, Missouri 63105. A-3 The General Partners may at any time change the location of such principal office. Notice of any such change shall be given to the Limited Partners on or before the date of any such change. 2.3 Purposes The purposes of the Partnership shall be to acquire, own, finance, develop, improve, lease, operate, manage, dispose of, sell and otherwise invest in and deal with the Properties for profit, and to engage in any other activities related or incidental thereto. The Partnership shall not engage in any other business or activity. 2.4 Term and Dissolution A. The Partnership shall continue in full force and effect until December 31, 2082 or until dissolution prior thereto upon the happening of any of the following events: (i) The sale of all the Properties of the Partnership including notes received from sales of real estate, or (ii) The Withdrawal of a General Partner if no General Partner remains, or (iii) The Consent of the Limited Partners (subject to the provisions of Section 10.11 hereof) to dissolve the Partnership. B. Upon dissolution of the Partnership, the General Partners shall cause the cancellation of the Partnership's Certificate of Limited Partnership, liquidate the Partnership assets and apply and distribute the proceeds thereof in accordance with Section 8.4 hereof. ARTICLE THREE PARTNERS AND CAPITAL 3.1 General Partners A. The Capital Contribution to the Partnership of each of the General Partners shall be in cash, payable as follows:
Capital Contribution Capital at the Time Contribution at the Additional Limited Time of the Partners are First Formation of the Admitted to the Total Capital Partnership Partnership Contribution -------------------- ---------------------- -------------- G. J. Nooney...................... $ 100 $ 100 $ 200 Gregory J. Nooney, Jr............. 100 100 200 John J. Nooney.................... 100 100 200 James J. Finn..................... 100 100 200 James J. O'Connor III............. 100 100 200 Gregory J. Nooney III............. 100 100 200 Nooney Capital Corp............... 1 99,999 100,000 --- ------- ------- Total.............. $ 601 $100,599 $101,200
B. A General Partner, in addition to being a General Partner, may, if he so chooses, also become an Additional Limited Partner by complying with the provisions of Section 3.3 hereof or a Substituted Limited Partner by complying with the provisions of Article Seven hereof. In such event, said General Partner shall have all the rights and powers and be subject to all the restrictions of a General Partner, except that, in respect to his Capital Contribution as a Limited Partner, he shall have the rights against the other Partners which he would have had if he were not also a General Partner. 3.2 Initial Limited Partner A. The capital contributed by the Initial Limited Partner shall be $7 in cash, payable at the time of the formation of the Partnership. B. At such time as the General Partners shall, in their sole discretion, determine or at such time Additional Limited Partners are admitted to the Partnership, the initial Limited Partner shall withdraw from the Partnership in consideration of the payment to him of $7 and neither the General Partners, any Limited Partner nor the Partnership shall have any further obligations to the Initial Limited Partner. A-4 C. This Agreement shall be amended to reflect such withdrawal by the Initial Limited Partner and the requirement of filing an amendment to the Certificate of Limited Partnership under the State Uniform Limited Partnership Law shall be complied with. 3.3 Admission of Additional Limited Partners A. The General Partners are authorized to admit to the Partnership Additional Limited Partners until the total Capital Contributions from the Additional Limited Partners equals Sixteen Million Dollars ($16,000,000). B. The Capital Contributions of the Additional Limited Partners shall be made as specified in Section 4.1 hereof. C. Each Additional Limited Partner shall agree, as a condition of receiving any interest in the Partnership, to be bound by the terms and provisions of this Agreement. Each Additional Limited Partner shall become a signatory hereof by signing a counterpart of this Agreement in such manner as the General Partners shall determine. By so signing, such Additional Limited Partner shall be deemed to have adopted, and to have agreed to be bound by all the provisions of, this Agreement; provided, however, that no such counterpart shall be binding until it has been signed by the General Partners and the admission of such Additional Limited Partner has been set forth in an amendment (which shall include the name, place of residence and the amount of cash contributed by such Additional Limited Partner) to this Agreement and the requirement of filing an amendment to the Certificate of Limited Partnership under the State Uniform Limited Partnership Law has been complied with. 3.4 Partnership Capital A. The total capital of the Partnership shall be the aggregate amount of the Capital Contributions of the Partners as provided for herein. B. Except as otherwise determined by the General Partners, no Partner shall be paid interest on any Capital Contribution to the Partnership. C. Except as provided in Section 5.9 hereof, prior to dissolution of the Partnership, no Partner shall have the right to demand the return of his Capital Contribution. No Limited Partner shall have the right to demand or receive property other than cash in return for his Capital Contribution. 3.5 Liability of Limited Partners A. A Limited Partner shall only be liable to make the payment of his Capital Contribution. No Limited Partner shall be liable for any obligations of the Partnership; provided, however, to the extent required by the State Uniform Limited Partnership Law, any Limited Partner receiving the return in whole or in part of his Capital Contribution shall be liable to the Partnership for any sum, not in excess of such returned Capital Contribution with interest, necessary to discharge the Partnership's liabilities to all creditors who extended credit, or whose claims arose, before such Capital Contribution was returned. After his Capital Contribution shall be paid, no Limited Partner shall be required to make any further Capital Contribution or lend any funds to the Partnership. No General Partner shall have any personal liability for the repayment of the Capital, Contribution of any Limited Partner. B. No distribution of Net Operating Cash Income made to any Partner shall be determined a return or withdrawal of a Capital Contribution, and no Partner shall be obligated to pay any such amount to or for the account of the Partnership or any creditor of the Partnership. C. No Partner with a negative balance in his capital account shall have any obligation to the Partnership or any other Partner to restore said negative balance to zero. 3.6 Participation in Partnership Business by Limited Partners No Limited Partner (except one who may also be a General Partner, and then only in his capacity as General Partner) shall participate in or have any control over the Partnership business (except as required by law) or shall have any authority or right to act for or bind the Partnership. The Limited Partners hereby consent to the exercise by the General Partners of the powers conferred on them by this Agreement. 3.7 Priority Among Limited Partners No Limited Partner shall have priority over any other Limited Partner as to Capital Contributions, distributions or any other rights under this Agreement. A-5 ARTICLE FOUR CAPITAL CONTRIBUTIONS OF ADDITIONAL LIMITED PARTNERS AND METHOD OF OFFERING 4.1 Capital Contributions of Additional Limited Partners Capital Contributions of the Additional Limited Partners shall be in the maximum amount of $16,000,000, payable in cash on admission to the Partnership. No Additional Limited Partner may purchase less than five (5) Units, except that Individual Retirement Accounts ("IRA") may purchase a minimum of two (2) Units. 4.2 Method of Offering A. The General Partners are hereby authorized to raise capital for the Partnership by offering and selling to the public not more than sixteen thousand (16,000) Units, and by admitting the purchasers of said Units as Limited Partners in the Partnership. No sale of Units shall be consummated unless the Partnership has received subscriptions for the purchase of at least one thousand two hundred and fifty (1,250) Units. Pending the receipt of subscriptions for not less than one thousand two hundred and fifty (1,250) Units, all subscription proceeds shall be kept by the General Partners separate and apart from all other funds, and shall be deposited in an interest-bearing escrow account. At such time as subscriptions for not less than one thousand two hundred and fifty (1,250) Units have been received and accepted by the General Partners, the proceeds from such subscriptions may be utilized by the General Partners to pay expenses incurred in connection with the organization of the Partnership, the public offering and for such other proper Partnership purposes as the General Partners may determine. If for any reason whatsoever the Partnership does not receive subscriptions to purchase one thousand two hundred and fifty (1,250) or more Units, the General Partners shall terminate the offering and all monies theretofore deposited by each subscriber shall be promptly refunded in full to each subscriber. B. Except as otherwise provided in Section 4.2A, the General Partners shall have sole and complete discretion in determining the terms and conditions of the public offering and sale of Units, and the General Partners are authorized and directed to do all things which they deem to be necessary, convenient, appropriate or advisable in connection therewith, including, but not limited to, the preparation and filing on behalf of the Partnership of a registration statement with the Securities and Exchange Commission and the securities commissions (or similar agencies or offices) of such jurisdictions as the General Partners shall determine, the payment of interest by the Partnership on subscribers' funds and Partners' Capital Contributions, the guarantee of an initial cash return to the limited Partners, and the execution or performance of agreements with dealer-managers and others concerning the marketing of Units on such basis and upon such terms as the General Partners shall determine. C. Except for funds utilized to pay expenses of the Partnership and to establish working capital reserves, as determined by the General Partners, all net proceeds of the offering referred to in Section 4.2A hereof which have not been invested or committed for investment within two (2) years after the Effective Date shall be distributed pro rata to the Limited Partners so long as the Partnership is in compliance with Section 5.2D(vi) hereof. ARTICLE FIVE RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNERS 5.1 Authorized Acts; Management and Control A. The General Partners shall have the exclusive right to manage the business of the Partnership and are hereby authorized to take any action (including, but not limited to the acts authorized by this Section 5.1) of any kind and to do anything and everything in accordance with the provisions of this Agreement. B. Except to the extent otherwise provided herein, the General Partners for, in the name and on behalf of, the Partnership are hereby authorized: (i) To acquire by purchase, lease or otherwise, any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Partnership. (ii) To execute, sign, seal and deliver in the name and on behalf of the Partnership any deed, lease, mortgage, mortgage note, bill of sale, contract or other instrument purporting to convey, lease or encumber the real or personal property of the Partnership. A-6 (iii) To execute, sign, seal and deliver in the name and on behalf of the Partnership any and all agreements, contracts, leases, documents, certifications and instruments whatsoever involving the purchase, construction, development, management, maintenance, operation and sale of the Properties. (iv) To construct, operate, maintain, finance, improve, own, sell, dispose of, convey, assign, mortgage or lease any real estate and any personal property necessary, convenient or incidental -to the accomplishment of the purposes of the Partnership. (v) To borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Partnership, and to secure the same by mortgage, pledge or other lien on the assets of the Partnership. (vi) To prepay in whole or in part, refinance, recast, increase, modify or extend any mortgages affecting the assets of the Partnership and in connection therewith to execute any extensions, renewals, or mortgages on the assets of the Partnership. (vii) To invest in short-term debt obligations (including obligations of federal and state governments and their agencies, commercial paper, and certificates of deposit of commercial banks, savings banks or savings and loan associations) such funds as are temporarily not required for the purpose of the Partnership. (viii) To engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Partnership, so long as said activities and contracts may be lawfully carried on or performed by a limited partnership under the State Uniform Limited Partnership Law. (ix) To employ, when and if in their sole discretion the same is deemed necessary or advisable, brokers, consultants, agents, accountants or attorneys, notwithstanding the fact that a party to this Agreement or an Affiliate thereof may have an interest in, or be one of, the brokers, consultants, agents, accountants or attorneys. (x) To sell or otherwise dispose of, at one time, all or substantially all of the assets of the Partnership in compliance with Section 5.2B hereof or to dissolve the Partnership in compliance with Section 5.2B hereof. (xi) To issue certificates representing Units of interest in the Partnership; provided, however, that such certificates shall only evidence the holders' rights to receive distributions from the Partnership. C. A majority vote of the General Partners (with each General Partner having one vote) shall control the management of all matters of Partnership business, and no General Partner shall exercise any authority herein conferred upon him without such approval so that in all cases where any action is to be taken by the General Partners, including actions concerning admissions of Substituted or Additional Limited Partners, and transfers and other matters affecting limited partnership interests, such action shall be determined by the foregoing majority vote, except in cases where a specific provision to the contrary shall be made in this Agreement; and the vote of a General Partner upon a matter in which he has a personal interest shall not be disqualified for that reason; provided, however, that this limitation on the authority of the General Partners shall apply only in respect to the General Partners, inter se, and when authority is herein conferred upon the General Partners, any person other than a General Partner dealing with the Partnership may rely conclusively on the authority and signature of any one (1) General Partner to exercise such authority without determining that such General Partner is acting with the approval of the required majority of the General Partners. D. The General Partners shall observe the following policies in connection with Partnership operations: (i) The Partnership shall invest primarily in income-producing real properties such as shopping centers, office buildings and other commercial properties, apartment buildings, warehouses and light industrial properties. The Partnership may invest in real properties which are recently completed, under construction or under contract for development and properties which may require additional leasing activity or refurbishing. The interests in real property to be acquired by the Partnership shall normally take the form of fee title or of leasehold estates having a term, including renewal periods, of at least 45 years. A-7 (ii) The Partnership shall not be limited as to the geographical area in which it may conduct its operations. (iii) The maximum amount of aggregate mortgage indebtedness which may be incurred by the Partnership in connection with the purchase of all of its Properties shall not exceed eighty percent (80%) of the independent appraised value of all of its Properties on a combined basis; provided, however, that this Section 5.1D(iii) shall not be applicable to the General Partners or the Partnership until the Termination Date. (iv) The Partnership may incur substantial indebtedness in connection with the purchase, improvement, development and refinancing of Properties and the operation of the Partnership. Such indebtedness may be in the form of purchase money obligations to the sellers of Properties or in the form of temporary or permanent loans from banks, institutional investors and other lenders which indebtedness may be secured by mortgages or other interests in the Properties owned by the Partnership (including "wrap-around" or "all-inclusive" mortgages) and may involve final or interim principal payments substantially greater than the regular monthly payments. However, "wrap-around" or "all-inclusive" notes to Affiliates, if any shall not permit the payment to Affiliates of interest on the amount of such notes in excess of that payable to the lenders on the underlying encumbrances. (v) Where "wrap-around" or "all-inclusive" financing is utilized, the Partnership shall include in its agreements provisions for regular principal and interest payments on its note and mortgage to be made either directly to the holder of the underlying note and mortgage or to a financial institution or escrow company which shall collect payments from the Partnership and apply them to the underlying note and mortgage; in which events the Partnership shall receive credit on its note for such payments made directly on the underlying note and mortgage. (vi) The Partnership shall receive an independent appraisal for each Property it purchases and the purchase price for each such Property will not exceed its appraised value. Such appraisals will be retained at the office of the Partnership for at least five years and will be available for inspection and duplication by any Limited Partner. (vii) Except as otherwise provided in this Section 5.1D(vii), the Net Extraordinary Cash Income resulting from the sale, financing or refinancing of any of the Properties shall not be invested in new acquisitions, but shall either be distributed to the Partners or applied to such capital improvements in or additions to, or payment of indebtedness with respect to, existing Properties or the purchase of land underlying any existing Property or the payment of any other expenses or the establishment of any reserves, all as the General Partners, in their sole discretion, deem necessary and appropriate; provided, however, that Net Extraordinary Cash Income resulting from the sale, financing or refinancing of any of the Properties may be reinvested in new acquisitions in those situations where the Net Extraordinary Cash Income is both (1) obtained within the first twenty-four (24) months after the Termination Date, and (2) reinvested or committed for re-investment within the first twenty-four (24) months after the Termination Date. (viii) The Partnership will not make loans to any person or invest in junior trust deeds or similar obligations except that the Partnership may (1) advance a portion of the purchase price of a Property to a seller in the form of a loan secured by a trust deed, a junior trust deed or a similar obligation, and (2) in connection with the sale of a Property by the Partnership take back from the purchaser of such Property a trust deed, a junior trust deed or a similar obligation. (ix) The Partnership may invest in other partnerships or joint ventures as a general (but not limited) partner with real estate developers, owners and others (including Affiliates of the General Partners having identical investment objectives), for the purpose of owning a particular property or properties; provided, however, that (1) the Partnership or such Affiliate or both, considered together, have or acquire a controlling interest in such other partnership or venture, (2) there are no duplicate property management or other fees, (3) the Partnership's investment is on substantially the same terms and conditions as the investment of such Affiliate, (4) the Partnership shall have a right of first refusal to buy the interest of an Affiliate if the Affiliate desires to sell its interest in the joint venture, (5) the compensation to the General Partners in affiliate partnerships engaged in the joint venture must be substantially identical, (6) the purchase price of the Partnership's investment has been confirmed by independent appraisal as not greater than the fair market value of such investment, (7) such investment shall not result in the impairment, abrogation or circumvention of A-8 any of the terms or provisions of this Agreement and (8) the investments are not in public limited partnerships or other public real estate investment entities. 5.2 Restrictions on Authority A. Without the prior written consent of one hundred percent (100%) of the Limited Partners, the General Partners shall not have the authority to: (i) Do any act in contravention of this Agreement. (ii) Do any act which would make it impossible to carry on the ordinary business of the Partnership. (iii) Confess a judgment against the Partnership. (iv) Possess Partnership property, or assign their rights in specific Partnership property, for other than a Partnership purpose. (v) Admit a Person as a General Partner, except as provided in this Agreement. (vi) Admit a Person as a Limited Partner, except as provided in this Agreement. B. Without the Consent of the Limited Partners (subject to the provisions of Section 10.11 hereof), the General Partners shall not have the authority: (i) to sell or otherwise dispose of, at one time, all or substantially all of the assets of the Partnership (except for the disposition of the Partnership's final Property), or (ii) to dissolve the Partnership (except pursuant to Section 2.4 hereof). For purposes of this Section 5.2B the term "substantially all" shall be deemed to mean either (i) sixty-six and two-thirds percent (66 2/3%) or more in number of the Properties then owned by the Partnership, or (ii) a Property or Properties representing sixty-six and two-thirds percent (66 2/3%) or more of the net book value of all of the Partnership's Properties as of the end of the most recently completed calendar quarter. C. The Partnership interests of the General Partners may not be assigned, sold, or transferred except in accordance with Article Six hereof. D. The General Partners shall not cause or permit the Partnership to: (i) Make any loans to the General Partners or their Affiliates. (ii) Acquire or lease any properties from or sell or lease any properties to the General Partners or their Affiliates; provided, however, that the Partnership may purchase property from the General Partners or their Affiliates if (1) the property was acquired by such General Partner or Affiliate for the purpose of facilitating its acquisition by the Partnership, facilitating the borrowing of money or the obtaining of financing for the Partnership or any other purpose related to the business of the Partnership and (2) the property is purchased by the Partnership for a cash payment no greater than the cost of the property to such General Partner or Affiliate; provided further, however, that any option to purchase a property taken in the name of the General Partners or their Affiliates may be assigned to the Partnership at the price paid by such General Partner or such Affiliate for such option; provided further, however, that the Partnership may, if the proceeds of the Partnership's sales of Units (as described in Section 4.2 hereof) are insufficient to make (or repay indebtedness incurred to make) required cash payments in connection with the acquisition of any Property or Properties acquired prior to the termination of the offering (as described in Section 4.2 hereof), sell to the General Partners or their Affiliates such Property or Properties, but only on terms which provide for cash payments to the Partnership equal to the Partnership's cash payments made and the assumption of all indebtedness incurred in connection with the acquisition of such Property or Properties. (iii) Acquire any properties in exchange for Units. (iv) Commingle the Partnership's funds with those of any other person (except to the extent that funds are temporarily retained by property managers). (v) Reimburse the General Partners or their Affiliates for expenses incurred except (a) for the Partnership's Organization and Offering Expenses and (b) as provided for in Section 8.5. (vi) Commit less than a Substantial Portion of the Capital Contributions of the Partners toward Investment in Properties. As used herein, a Substantial Portion of the Capital Contributions of the Partners shall equal the greater of 80% of the total Capital Contributions reduced by .1625% for each 1% of indebtedness encumbering Partnership Properties or 67% of the total Capital Contributions. The remaining Capital Contributions may be used to pay Front-End Fees. A-9 (vii) Pay total real estate commissions to all persons for the sale of any of the Properties in excess of a Competitive Real Estate Commission, as defined below, or 6% of the contract price for the sale of the property whichever is less, nor pay to the General Partners or their Affiliates more than one-half of such commissions, not to exceed 3%. The General Partners or their Affiliates may be paid a real estate commission for sale of any of the Properties as above limited only if such General Partners or their Affiliates provide a substantial amount of services in the sales effort and only after payment of the amounts specified in Sections 8.2B(i) through 8.2B(iii) or Sections 8.4A(iv) (1) through 8.4A(iv) (6) hereof (whichever are then applicable) have been made or provided for. If and to the extent commissions otherwise payable to the General Partners or their Affiliates have been subordinated as set forth above, the amount so subordinated shall be added to the commissions which may be otherwise paid to the General Partners or their Affiliates in connection with subsequent sales of Partnership properties, subject to the limitations set forth above regarding subordination. In no event shall the General Partners or any Affiliate thereof have an exclusive listing in connection with sales of Properties of the Partnership. Competitive Real Estate Commission as used herein means that real estate or brokerage commission paid for the purchase or sale of property which is reasonable, customary and competitive in light of the size, type and location of the property. (viii) Pay to the General Partners or their Affiliates any compensation, price or fee which is not comparable and competitive with the compensation, price or fee of any other person who is rendering comparable services or goods which could be reasonably made available to the Partnership. (ix) Grant to any creditor who makes a non-recourse loan to the Partnership any right to have or to acquire, at any time, as a result of making the loan, any direct or indirect interest in the profits, capital, or property of the Partnership other than as a secured creditor. (x) Enter into any contract to construct a building without such contract being guaranteed at the price contracted by an adequate completion bond or other satisfactory arrangements, or purchase any property on which improvements are under construction unless the completion of such construction is guaranteed at the price contracted by an adequate completion bond or other satisfactory arrangements. E. No rebates or "give-ups" may be received by the General Partners or their Affiliates, nor may the General Partners or their Affiliates participate in any reciprocal business arrangements which would have the effect of circumventing any provisions of this Agreement. 5.3 Salary; Time and Effort, Independent Activities A. The General Partners shall not, in their capacity as General Partners, receive any salary but shall be entitled to the Profits and Losses For Tax Purposes and distributions to which they may be entitled as provided in Article Eight hereof. The General Partners shall not be required to devote full time to the business of the Partnership but shall devote whatever time, effort and skill may be necessary to the conduct of the Partnership's business. The General Partners as such shall not manage the Properties, but such duties shall be carried out by a manager which shall be engaged by the Partnership and may be a General Partner or Affiliate of any General Partner. Any Partner may engage independently or with others in other business ventures of every nature and description, including, without limitation, the ownership, operation, management, syndication and development of business ventures related to or competitive with the business of the Partnership; neither the Partnership nor any other Partner shall have any rights in and to such independent ventures or the income or profits derived therefrom. B. Neither the General Partners nor any Affiliate of any General Partner shall be obligated to present any particular investment opportunity to the Partnership even if such opportunity is of a character which, if presented to the Partnership, could be taken by the Partnership and each of them shall have the right to take for its own account and to recommend to others any such particular investment opportunity. 5.4 Duties and Obligations A. The General Partners shall prepare and file such amendments to this Agreement or any certificate of limited partnership as required by law or as they deem necessary to cause this Agreement or any certificate of limited partnership to reflect accurately the agreement of the Partners, the identity of the Limited Partners or the General Partners and the amounts of their respective Capital Contributions. A-10 B. The General Partners shall prepare (or cause to be prepared) and file such tax returns and other documents, as required by law or as they deem necessary, for the operation of the Partnership. 5.5 Liability for Acts and Omissions; Indemnification; Provision of Insurance The General Partners shall not be liable, responsible or accountable in damages or otherwise to any of the Partners for, and the Partnership shall indemnify and save harmless the General Partners from any loss or damage incurred by reason of, any act or omission performed or omitted by them in good faith on behalf of the Partnership and in a manner reasonably believed by them to be within the scope of the authority granted to them by this Agreement and in the best interests of the Partnership, provided that the General Partners shall not have been guilty of negligence or misconduct with respect to such acts or omissions and, further, provided that the satisfaction of any indemnification and any saving harmless shall be paid out of and limited to Partnership assets and no Limited Partner shall have any personal liability on account thereof. The Partnership shall provide and pay for insurance for the General Partners covering all risks which the Partnership may indemnify the General Partners as provided herein. 5.6 Dealing with an Affiliate or a General Partner The General Partners may for, in the name of and on behalf of, the Partnership enter into such agreements, contracts or the like with any Affiliate of any General Partner or with any General Partner, in an independent capacity, as distinguished from his or its capacity (if any) as a Partner, to undertake and carry out the business of the Partnership as if such Affiliate or General Partner were an independent contractor; and the General Partners may obligate the Partnership to pay for and on account of any such services reasonable compensation. The compensation provided for in such contracts shall be competitive in price and terms with non-affiliated persons rendering comparable services. All such contracts shall be written and precisely describe the services to be rendered and all compensation to be paid. All such contracts shall contain a clause allowing termination by the Partnership without penalty on sixty (60) days notice. Subject to the provisions of Section 10.11 hereof, all such contracts shall be subject to termination by a vote or written consent of the Limited Partners whose combined Capital Contributions represent at least a majority of the total Capital Contributions of the Limited Partners following sixty (60) days prior notice thereof to the Limited Partners. 5.7 Management Contract The Partnership is authorized to enter into a management contract with respect to the Properties with Nooney Company (of which certain General Partners are officers, directors and/or shareholders) on the following terms and conditions. Such management contract shall provide that Nooney Company will provide property management services to the Partnership with respect to the Properties and Nooney Company will receive compensation for such services equal to (i) in the case of the Partnership's residential properties, for all services (including all rent-up, leasing, and re-leasing fees and bonuses and leasing related services paid to any person), five percent (5%) of the gross revenues from such properties (ii) in the case of the Partnership's industrial and commercial properties, (1) six percent (6%) of the gross revenues from such properties where the General Partners or their Affiliates provide the leasing, releasing and leasing related services with respect to the property and (2) three percent (3%) of the gross revenues where the General Partners or their Affiliates do not perform the leasing, releasing and leasing related services with respect to the property and (iii) in the case of the Partnership's industrial and commercial properties which are leased on a long term (ten or more years) net (or similar) bases, one percent (1%) of the gross revenues from such properties, except for a one time initial leasing fee of three percent (3%) of the gross revenues on each lease for the first full five years of the original term of the lease, plus in all cases, out-of-pocket expenses; provided, however, that the Nooney Company, at its expense, may employ any agent or third party to provide such property management services with respect to any of the Properties; further provided, however, that such out-of-pocket expenses shall not include bookkeeping services or fees paid to non-related persons for property management services. In no event shall the fees paid by the Partnership for property management services exceed the amounts which are competitive for similar services in the same geographic area. Such management contract shall also provide that the Partnership will pay for all advertising expenses, commissions, if any, due outside leasing brokers, the cost of all rent collection suits, and additional fees due Nooney Company if the Partnership requests Nooney Company to perform any extraordinary repairs or other extraordinary services. All direct out-of-pocket expenses incurred by Nooney Company in connection with the operation of the Properties (including salaries and fringe benefits of its employees (except officers, A-11 directors or controlling persons) directly engaged in the full time leasing, servicing, operation or maintenance of the Properties) will be charged to the Partnership. The management contract shall be for an initial term of five years, provided that the Partnership or Nooney Company may terminate the contract without penalty on sixty (60) days prior written notice any time. 5.8 Real Estate Commissions on Purchase of Property; Limitation on Front-End Fees and Reimbursement Payments A. The General Partners or any Affiliate thereof may receive fees and commissions ("Real Estate Commissions") from the Partnership or others on purchases of Property by the Partnership; however, such fees and Real Estate Commissions shall not exceed nine and one-half percent (9.5%) of the gross proceeds received by the Partnership from the offering of the Units as set forth in Section 4.2A hereof. B. The total of all Real Estate Commissions, all Reimbursement Payments (as defined in Section 8.5) and all other Front End Fees shall be limited to the gross proceeds of the offering of the Units less the Investment in Properties required by Section 5.2D(vi). C. The Partnership shall not pay, directly or indirectly, fees or commissions (except fees or commissions permitted as Front-End Fees) to the General Partners or any Affiliate thereof in connection with the reinvestment or distribution of the proceeds of the sale, exchange, financing or refinancing of a Property. 5.9 Purchase of Units by Partnership A. After the Termination Date, upon the death of a Limited Partner, the Partnership shall, if requested, purchase the Units held by such deceased Limited Partner's estate (or the surviving joint tenant or tenant by the entirety of such deceased limited Partner) at the price specified in Section 5.9C hereof up to twenty-five (25) Units ($25,000 original offering price) per deceased Limited Partner, and up to a maximum amount of such purchases of fifty (50) Units ($50,000 original offering price) per Partnership fiscal year, on a non-cumulative basis. In addition to purchasing Units from the estates of deceased Limited Partners, commencing December 1, 1985 and ending November 30, 1986, the Partnership shall purchase, if requested, Units held by limited Partners, other than the estates of deceased Limited Partners, at the price specified in Section 5.9C hereof up to twenty-five (25) Units ($25,000 original offering price) per Limited Partner and up to a maximum amount of such purchases of one hundred-fifty (150) Units ($150,000 original offering price). Only full Units shall be purchased by the Partnership. B. All purchases shall be made on a first requested-first purchased basis with the order of priority of requests received simultaneously being determined by lot. All requests for purchases of Units from estates of deceased Limited Partners (or from the surviving joint tenant or tenant by the entirety of such deceased Limited Partner) shall be in writing by the personal representative (or the surviving joint tenant or tenant by the entirety), and shall include appropriate evidence of death, and if made by the personal representative, appropriate evidence of authority. Units of deceased Limited Partners not purchased in any Partnership fiscal year because of the fifty (50) Unit limitation shall retain their priority for purchase in succeeding Partnership fiscal years and shall be purchased in the first fiscal year in which additional Units may be purchased, unless the request is earlier withdrawn. No requests for purchases of Units from Limited Partners, other than estates of deceased Limited Partners, will be accepted prior to September 1, 1985 or after November 30, 1986. Units held by such Limited Partners will be purchased commencing December 1, 1985 in order of receipt- of requests for purchase in writing on or after September 1, 1985. Units of such Limited Partners not purchased during the December 1, 1985 through November 30, 1986 period because of the one hundred-fifty (150) Unit limitation shall not be purchased by the Partnership pursuant to this Section 5.9A, B and C. C. The purchase price for all Units shall be equal to the original offering price of the Unit ($1,000) less $100 per Unit (the approximate pro rata share for such Unit of all organizational and offering expenses) and less any cash distributions made with respect to such Unit (including payments made to the current and all predecessor holders of such Unit), and shall be paid in cash at the offices of the Partnership within 60 days after the acceptance by the General Partners of the written request to purchase. D. Notwithstanding any of the foregoing provisions of this Section 5.9, no Units shall be purchased by the Partnership unless (i) the Partnership has sufficient cash to make the purchase; (ii) the purchase will not be in violation of applicable legal requirements; A-12 (iii) the purchase will not impair the capital or operation of the Partnership, and; (iv) the purchase of such Units will not result in more than fifteen percent (15%) of the outstanding Units being purchased in any year. E. The General Partners may, but are not obligated to, purchase additional Units from the Limited Partners upon the same terms and conditions as the Partnership and according to the same order of priority. The Partnership may not purchase any Unit held by any General Partner. F. Any Unit purchased by the Partnership pursuant to this Section 5.9 shall thereafter, for all purposes, be considered to be retired. ARTICLE SIX WITHDRAWAL OF A GENERAL PARTNER; ADDITIONAL GENERAL PARTNERS 6.1 Voluntary Withdrawal; Additional General Partners An Individual General Partner shall have the right to retire or voluntarily withdraw from the Partnership with the prior written consent of the other General Partners, provided that the Partnership has received an opinion of counsel (which counsel may be counsel to the Partnership) to the effect that such withdrawal will not affect the classification of the Partnership as a partnership by the Internal Revenue Service under the Code, Treasury Regulations thereunder or administrative guidelines or interpretations related thereto. In the event that there is only one General Partner, he or it shall not have the right to retire or withdraw voluntarily from the Partnership without the prior consent of all the Limited Partners. A General Partner shall not retire or voluntarily withdraw from the Partnership without ninety (90) days' prior notice thereof to the Limited Partners. 6.2 Effect of Withdrawal Upon the Withdrawal of a General Partner the business of the Partnership shall be continued by the remaining General Partner(s) unless there shall be no remaining General Partner. 6.3 Designation of Financial Successor in Interest to Withdrawing General Partner Except as provided in Section 6.9 hereof with respect to a removed General Partner, upon the Withdrawal of a General Partner and the continuance of the Partnership as provided for in Section 6.2 hereof, his financial interest (i.e., a General Partner's Adjusted Capital Contribution to the Partnership and a General Partner's interest in the Net Operating Cash Income, Net Extraordinary Cash Income, Proceeds of Liquidation, and Profits and Losses For Tax Purposes of the Partnership) in the Partnership shall be transferred to such financial successor in interest as shall be designated by such withdrawn General Partner. Such designation of a financial successor in interest shall be in writing, shall be signed by the withdrawn General Partner and shall make specific reference to this Section 6.3. Such designation shall not be effective until a copy thereof shall be delivered to the Partnership. Such financial successor in-interest shall not become an additional General Partner unless and until the provisions of Section 6.4, 6.5 and 6.6 shall be complied with. 6.4 Designation of Additional General Partners The General Partners may, upon receiving the written consent of one hundred percent (100%) of the Limited Partners, at any time designate additional General Partner(s) with such interest in the General Partners' interest in the Partnership as the General Partners and such additional General Partner(s) may agree upon. Each such designee shall become an additional General Partner upon compliance with Sections 6.5 and 6.6 hereof. Except as set forth in Section 6.9 hereof, no assignee or transferee of all or any part of the general partner interest of a General Partner shall have any right to become an additional General Partner except as provided in this Section 6.4. 6.5 New General Partner's Agreement Any successor or additional General Partner shall agree to be bound by the provisions of this Agreement to the same extent and on the same terms as any other General Partner. 6.6 Amendment of Agreement This Agreement shall be amended to reflect the admission of an additional or successor General Partner, and the requirements of filing an amendment to the Certificate of Limited Partnership under the State Uniform Limited Partnership Law shall be complied with. A-13 6.7 Liability of a Withdrawn General Partner If on the Withdrawal of a General Partner the business of the Partnership shall continue, the General Partner who shall have withdrawn or shall have been removed shall be and remain liable for all obligations and liabilities incurred by him as General Partner prior to such Withdrawal, but he shall be free of any obligation or liability incurred on account of the activities of the Partnership from and after the time of such Withdrawal. 6.8 Applicability of Section 7.1A Notwithstanding anything to the contrary in this Article Six, a General Partner interest in the Partnership shall at all times be subject to the restrictions on transfer set forth in Section 7.lA hereof pertaining to a Limited Partner interest. 6.9 Removal of a General Partner A. Subject to the provisions of Section 10.11 hereof, the Limited Partners whose combined Capital Contributions represent at least a majority of the total Capital Contributions of the Limited Partners may remove a General Partner. If such removal would result in the removal of the sole remaining General Partner, then such removal shall not become effective until the Limited Partners whose combined Capital Contributions represent at least a majority of the total Capital Contributions of the Limited Partners elect (subject to the provisions of Section 10.11 hereof) a new General Partner and the provisions of Sections 6.5 and 6.6 shall have been complied with. B. In the event a General Partner is removed, the removed General Partner's interest in the Partnership shall be transferred to any remaining or successor General Partner(s) and shall be purchased by the Partnership in the manner and for the purchase price as set forth below in Section 6.9C hereof. C. (i) Within sixty (60) days after removal of a General Partner, two independent appraisers, one selected by the removed General Partner and one by the Limited Partners, shall appraise the Partnership's net assets; in the event that such two appraisers are unable to agree on said value, they shall promptly appoint a third independent appraiser whose determination shall be final and binding. The Partnership shall pay all fees and expenses incurred with respect to such appraisal. In making such appraisal, the appraisers shall assume that the Partnership's assets were sold on the date the General Partner was removed and shall assume that the Partnership was liquidated on said date in accordance with the provisions of Section 8.4 hereof. (ii) The amount due the removed General Partner from the Partnership shall be the sum of the amounts, if any, which would have been due such General Partner (assuming a liquidation of the Partnership) pursuant to Sections 8.4A(iv)(3), (4), (5), (7) and (8) hereof, subject to the provisions set out below. (iii) The amounts, if any, due the removed General Partner pursuant to Sections 8.4A(iv)(3). (4), (5),(7) and (8) hereof shall be paid to the removed General Partner as set out in Section 6.9C(iv) hereof. (iv) The Partnership shall pay the removed General Partner all amounts due to such removed General Partner by delivering to said removed General Partner a promissory note, bearing interest at the rate of 8% per annum, payable on the 180th day from the date the General Partner was removed and secured by a mortgage on the Properties. In addition, during said 180 day period, the Partnership shall discharge all debts owing to any Affiliate of the removed General Partner, and if the removed General Partner is a guarantor on any debts of the Partnership, the Partnership shall have the removed General Partner released from such guarantees. 6.10 Successor General Partners. Upon the death of an Individual General Partner, a majority of the Individual General Partners shall have the right to appoint a Successor General Partner (who shall be an officer or director of Nooney Capital Corp. or an officer or director of an Affiliate of Nooney Capital Corp., or a corporation which shall be an Affiliate of Nooney Capital Corp.). Any Successor General Partner appointed pursuant to this Section 6.10 shall have such interest in the General Partners' interest in the Partnership as the General Partners and such Successor General Partner may agree upon. Each such Successor General Partner shall become a Successor General Partner upon compliance with Section 6.5 and 6.6 hereof. The provisions of this Section 6. 10 are hereby expressly consented to by each Limited Partner as an express condition to becoming a Limited Partner. A-14 ARTICLE SEVEN TRANSFERABILITY OF LIMITED PARTNER INTERESTS 7.1 Restrictions on Transfer A. Each Limited Partner agrees that he will not sell or exchange any of his interest in the Partnership if the interest sought to be sold or exchanged, when added to the total of all other General Partner and Limited Partner interests sold or exchanged within the period of twelve (12) consecutive months prior thereto, would, in the opinion of counsel for the Partnership, result in the Partnership being considered to have been terminated within the meaning of Section 708 of the Code. B. Each Limited Partner agrees that he will not sell, exchange, transfer or assign any of his interest in the Partnership unless, if required by the Partnership, the Partnership has received an opinion of counsel, satisfactory to the Partnership, that such transfer or assignment may be effected under any applicable state securities or "blue sky" law (including any investment suitability standards). C. Each Limited Partner agrees that he will not sell, exchange, transfer or assign less than five (5) full units ($5,000) (two (2) full Units ($2,000) for an IRA) of his interest in the Partnership without the express written consent of the General Partners and that no partial sale, exchange, transfer or assignment may result in any Limited Partner holding less five (5) full units ($5,000) (two (2) full Units ($2,000) for an IRA) in interest in the Partnership without the express written consent of the General Partners. D. Any sale, exchange, assignment or other transfer in contravention of any of the provisions of this Section 7.1 shall be void and ineffectual and shall not bind or be recognized by the Partnership. 7.2 Substituted Limited Partners A. No Limited Partner shall have the right to substitute an assignee as a Limited Partner in his place. Subject to the provisions of Section 7.1 hereof, the General Partners shall, however, have the right, in their sole discretion, to permit such assignee to become a Substituted Limited Partner, and any such permission by the General Partners shall be binding and conclusive without the consent or approval of any Limited Partner. Any Substituted Limited Partner shall, as a condition of receiving any interest in the Partnership, agree to be bound by the provisions of this Agreement. Each such Substituted Limited Partner shall be obligated to pay the Partnership's reasonable legal and accounting fees and filing and recording costs in connection with his substitution as a Limited Partner. B. After compliance with the provisions of Section 7.2A hereof, the Substituted Limited Partner shall be admitted after this Agreement shall be amended to reflect the name, resident address and the Capital Contribution attributable to such Substituted Limited Partner and to eliminate the name, address and the Capital Contribution attributable to the assigning Limited Partner, and the requirement of filing an amendment to the Certificate of Limited Partnership under the State Uniform Limited Partnership Law shall be complied with. Each such Substituted Limited Partner shall execute such instruments as shall be required by the General Partners to signify his agreement to be bound by all the provisions of this Agreement and all other documents reasonably required by the General Partners to effect the substitution of the assignee as a Limited Partner. In no event shall Substituted Limited Partners be admitted to the Partnership less frequently than quarterly, after compliance with Section 7.2A hereof. C. Subject to the provisions of Section 8.3 hereof, a Substituted Limited Partner shall be treated as having made the Capital Contribution attributable to his predecessor in interest. 7.3 Assignees A. Subject to the provisions of Section 8.3 hereof, an assignee of a Limited Partner who does not become a Substituted Limited Partner as provided aforesaid shall only have the right to receive the distributions of the Partnership to which the assigning Limited Partner would have been entitled if no such assignment had been made by such Limited Partner. In particular, an assignee, who does not become a Substituted Limited Partner, shall have no right (i) to require any information from the Partnership or (ii) to require any accounting of Partnership transactions or (iii) to inspect the Partnership books or (iv) to exercise any privilege or right of a Limited Partner which is not specifically granted to an assignee of a limited partner interest under the State Uniform Limited Partnership Law. B. Any Limited Partner who shall assign all his interest in the Partnership shall cease to be a Limited Partner of the Partnership and shall no longer have any rights or privileges of a Limited Partner, except that unless and until a Substituted Limited Partner is admitted in his stead, such A-15 assigning Limited Partner shall retain the statutory rights of an assignor of a limited partner interest specifically granted to an assignor under the State Uniform Limited Partnership Law. C. Subject to the provisions of Section 7.1 hereof, in the event any assignment of the interest of a Limited Partner shall be made, there shall be filed with the Partnership a duly executed counterpart of the instrument making such assignment in form and substance reasonably acceptable to the Partnership; such instrument must evidence the written acceptance by the assignee of all the terms and provisions of this Agreement and must represent that such assignment was made in accordance with all applicable laws and regulations (including investment suitability standards); and if such an instrument is not so filed and if the assignor shall not have paid the Partnership's reasonable legal and accounting fees in connection with such assignment, the Partnership need not recognize any such assignment for any purpose. All such assignments will be effective as of the close of business on the last day of the calendar month in which the assignment occurs (and the provisions of this Section 7.3C have been complied with) or, at the General Partners' election, as of 7:00 o'clock A.M. on the following day. D. An assignee of the interest of a Limited Partner who does not become a Substituted Limited Partner as provided aforesaid and who desires to make a further assignment of his interest shall be subject to all the provisions of this Article Seven to the same extent and in the same manner as any Limited Partner desiring to make an assignment of his interest. E. If a Limited Partner dies, his executor, administrator or trustee, or, if he is adjudicated incompetent, his guardian, shall have all the rights of a Limited Partner for the purpose of settling or managing his estate and such power as the decedent or incompetent possessed to assign all or any part of his interest in the Partnership and to join with such assignee in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The death of a Limited Partner shall not dissolve the Partnership. ARTICLE EIGHT PROFITS AND LOSSES FOR TAX PURPOSES, DISTRIBUTIONS; AND EXPENSES OF GENERAL PARTNERS 8.1 Allocation of Profits and Losses For Tax Purposes A. Except as otherwise provided in Section 8.lD hereof, all Profits and Losses For Tax Purposes of the Partnership, other than those arising from a Major Capital Event, shall be allocated as follows: ninety-nine percent (99%) to the Partners, with each Partner sharing in such Profits and Losses For Tax Purposes in the ratio that his Capital Contribution bears to the total Capital Contributions of all Partners; and one percent (1%) to the Individual General Partners, with each Individual General Partner sharing in such Profits and Losses For Tax Purposes in the ratio that his Capital Contribution as an Individual General Partner bears to the total Capital Contributions of all Individual General Partners. B. Except as otherwise provided in Section 8.lD hereof, all Profits and Losses For Tax Purposes arising from a Major Capital Event shall be allocated as follows: (i) First, gain equal to the depreciation deductions previously allocated among the Partners with respect to any Property subject to a particular Major Capital Event shall be allocated among the Partners in accordance with this Section 8.lB(i); provided that the amount of gain allocated under this Section 8.lB(i) with respect to any Major Capital Event shall not be greater than the excess of (1) the total gain arising from such Major Capital Event over (2) the total cash distributable to the Partners (other than in the repayment of loans from the Partners) with respect to such Major Capital Event. Such gain shall be allocated among the Partners in proportion to the aggregate depreciation deductions previously allocated to each such Partner, or his predecessor in interest. (ii) Second, to the Limited Partners in an amount equal to their Adjusted Capital Contributions. (iii) Third, to the General Partners in an amount equal to their Adjusted Capital Contributions. (iv) Fourth, to the Limited Partners in an amount equal to the excess of (1) their 7% Cumulative Return, over (2) all prior distributions to the Limited Partners, other than those pursuant to Section 8.2B(i). (v) Fifth, to the General Partners in an amount equal to the excess of (1) their 7% Cumulative Return, over (2) all prior distributions to the General Partners, other than those pursuant to Section 8.2B(ii). A-16 (vi) Sixth, the balance (1) eighty percent (80%) to the Partners and (2) twenty percent (20%) to the General Partners. C. Except as otherwise provided in this Section 8.1C, all Profits and Losses For Tax Purposes allocated to the Limited Partners with respect to any Major Capital Event shall be shared by each Limited Partner in the ratio of his Capital Contribution to the total Capital Contributions of all Limited Partners. Except as otherwise provided in this Section 8.lC, all Profits and Losses For Tax Purposes allocated to the General Partners with respect to any Major Capital Event shall be shared by each General Partner in the ratio of his Capital Contribution to the total Capital Contributions of all General Partners; provided, however, all Profits and Losses For Tax Purposes allocated to the General Partners pursuant to Section 8.lB(vi)(2) hereof shall be allocated to the General Partners as agreed among themselves. All Profits and Losses For Tax Purposes allocated to the Partners pursuant to Section 8.1B(vi)(1) hereof shall first be shared by each General Partner in the ratio of his Capital Contribution to the total Capital Contributions of all Partners and the balance shall be allocated to each Limited Partner in the ratio which the number of Units owned by such Limited Partner times the number of months (or such lesser unit of time as determined by the Partnership) such Units were owned by such Limited Partner (and his predecessors in interest) during the life of the Partnership bears to the total number of Units owned by all Limited Partners times the total number of months (or such lesser unit of time as determined by the Partnership) such Units were owned by all Limited Partners (and their predecessors in interest) during the life of the Partnership, all calculated as of the end of the preceding fiscal year. D. Notwithstanding any other provision of this Agreement to the contrary, the interest of all of the General Partners, taken together, in each material item of Partnership, income, gain, loss, deduction or credit (i.e., Profits and Losses For Tax Purposes) shall be equal to at least one percent (1%) of each such item at all times during the existence of the Partnership. In determining the General Partners' interest in such item, limited partnership interests owned by the General Partners shall not be taken into account. 8.2 Cash Distributions Prior to Dissolution A. All Net Operating Cash Income of the Partnership for each fiscal year shall be distributed quarterly as follows: ninety-nine percent (99%) to the Partners, with each Partner sharing in such Net Operating Cash Income in the ratio that his Capital Contribution bears to the total Capital Contributions of all Partners; and one percent (1%) to the Individual General Partners, with each Individual General Partner sharing in such Net Operating Cash Income in the ratio that his Capital Contribution as an Individual General Partner bears to the total Capital Contributions of all Individual General Partners. B. Prior to dissolution, all Net Extraordinary Cash Income (except cash generated by any Major Capital Event described in Section 2.4 hereof) shall be distributed as follows: (i) First, to the Limited Partners in an amount equal to their Adjusted Capital Contributions. (ii) Second, to the General Partners in an amount equal to their Adjusted Capital Contributions. (iii) Third, to the Limited Partners in an amount equal to the excess of (1) their 7% Cumulative Return, over (2) all prior distributions to the Limited Partners, other than those pursuant to Section 8.2B(i) hereof. (iv) Fourth, to the General Partners in an amount equal to the excess of (1) their 7% Cumulative Return, over (2) all prior distributions to the General Partners, other than those pursuant to Section 8.2B(ii) hereof. (v) Fifth, the balance (1) eighty percent (80%) to the Partners and (2) twenty percent (20%) to the General Partners. C. Except as otherwise provided in this Section 8.2C, all Net Extraordinary Cash Income distributed to the Limited Partners shall be distributed to each Limited Partner in the ratio of his Capital Contribution to the total Capital Contributions of all Limited Partners. Except as otherwise provided in this Section 8.2C, all Net Extraordinary Cash Income distributed to the General Partners shall be distributed to each General Partner in the ratio of his Capital Contribution to the total Capital Contributions of all General Partners; provided, however, all Net Extraordinary Cash Income distributed to the General Partners pursuant to Section 8.2B(v)(2) hereof shall be distributed to the General Partners as agreed among themselves. All Net Extraordinary Cash Income distributed to the Partners pursuant to Section 8.2B(v)(1) hereof shall first be distributed to each General Partner in the ratio of his Capital Contribution to the total Capital Contributions of all Partners and the balance shall be A-17 distributed to each Limited Partner in the ratio which the number of Units owned by such Limited Partner times the number of months (or such lesser unit of time as determined by the Partnership) such Units were owned by such Limited Partner (and his predecessors in interest) during the life of the Partnership bears to the total number of Units owned by all Limited Partners times the total number of months (or such lesser unit of time as determined by the Partnership) such Units were owned by all Limited Partners (and their predecessors in interest) during the life of the Partnership, all calculated as of the end of the preceding fiscal year. 8.3 Persons Entitled to Allocations and Distributions All allocations of Profits and Losses For Tax Purposes and distributions of Net Operating Cash Income and Net Extraordinary Cash Income to the Partners under Sections 8.1 and 8.2 hereof shall be made to the Persons shown on the records of the Partnership to be entitled thereto as of the first day of the fiscal quarter next following the quarter for which such allocation or distribution is to be made unless the assignor and assignee of any interest in the Partnership otherwise agree in writing to a different allocation and such allocation is consented to in writing by the General Partners and is consistent with the provisions of the Code and the regulations promulgated thereunder; provided, however, that with respect to any period during which Partners are admitted to the Partnership or in which an assignee of the interest of a Limited Partner is first entitled to a share of the Profits and Losses For Tax Purposes, the Partnership shall, with respect to such Profits and Losses For Tax Purposes, allocate such items among the Persons who were entitled to such items on a basis consistent with the provisions of the Code and the regulations promulgated thereunder. 8.4 Cash Distributions Upon Dissolution A. Upon the dissolution of the Partnership as a result of the occurrence of any of the events set forth in Section 2.4, the General Partners shall proceed to liquidate the Partnership, and the proceeds of liquidation, including the proceeds of any Major Capital Event described in Section 2.4 hereof, (the "Proceeds of Liquidation") shall be applied and distributed in the following order of priority: (i) First, to the payment of debts and liabilities of the Partnership (other than any loans or advances that may have been made by any of the Partners to the Partnership) and the expenses of liquidation. (ii) Second, to the establishment of any reserve which the General Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserve may be paid over by the General Partners to any attorney at law, or other acceptable party, as escrow agent to be held for disbursement in payment of any of the aforementioned liabilities and, at the expiration of such period as shall be deemed advisable by the General Partners, for distribution of the balance, in the manner hereinafter provided in this Section. (iii) Third, to the repayment of any loans or advances that may have been made by any of the Limited Partners to the Partnership but, if the amount available for such repayment shall be insufficient, then pro rata on account thereof. (iv) Finally, the balance of any funds then remaining shall be distributed to the Partners in the following order of priority: (1) Pro rata to each Limited Partner in an amount equal to any previously undistributed share of the Net Operating Cash Income and Net Extraordinary Cash Income of the Partnership due such Limited Partner. (2) Pro rata to each Limited Partner in an amount equal to his Adjusted Capital Contribution. (3) To the General Partners in an amount equal to any loans or advances that have been made by the General Partners to the Partnership but, if the amount available for such repayment shall be insufficient, then pro rata on account thereof. (4) Pro rata to each General Partner in an amount equal to any previously undistributed share of the Net Operating Cash Income and Net Extraordinary Cash Income of the Partnership due such General Partner. (5) Pro rata to each General Partner in an amount equal to his Adjusted Capital Contribution. (6) Pro rata to each Limited Partner in an amount equal to the excess of (a) an amount equal to his 7% Cumulative Return, over (b) all prior distributions made to such Limited Partner, other than those pursuant to Sections 8.2B(i), 8.4A(iii) or 8.4A(iv)(2) hereof. A-18 (7) Pro rata to each General Partner in an amount equal to the excess of (a) an amount equal to his 7% Cumulative Return, over (b) all prior distributions made to such General Partner, other than those pursuant to Sections 8.2B(ii), 8.4A(iv)(3) or 8.4A(iv)(5) hereof. (8) The balance (a) eighty percent (80%) to the Partners and (b) twenty percent (20%) to the General Partners. All Proceeds of Liquidation distributed to the Partners pursuant to Section 8.4A(iv)(8)(a) hereof shall first be distributed to each General Partner in the ratio of his Capital Contribution to the total Capital Contributions of all Partners and the balance shall be distributed to each Limited Partner in the ratio which the number of Units owned by such Limited Partner times the number of months (or such lesser unit of time as determined by the Partnership) such Units were owned by such Limited Partner (and his predecessors in interest) during the life of the Partnership bears to the total number of Units owned by all Limited Partners times the total number of months (or such lesser unit of time as determined by the Partnership) such Units were owned by all Limited Partners (and their predecessors in interest) during the life of the Partnership, all calculated as of the end of the preceding fiscal year. All Proceeds of Liquidation distributed to the General Partners pursuant to Section 8.4A(iv)(8)(b) hereof shall be distributed to the General Partners as agreed among themselves. B. Notwithstanding the foregoing, in the event the General Partners shall determine that an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners, the General Partners, in order to avoid such loss, may, after having given Notice to all the Limited Partners and having obtained the Consent of the Limited Partners (subject to the provisions of Section 10.11 hereof), either defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership debts and obligations, or distribute the assets to the Partners in kind. 8.5 Expenses of Partnership and of General Partners All expenses of the Partnership shall be billed directly to and paid by the Partnership. All direct out-of-pocket expenses incurred by the General Partners in connection with the Partnership's business shall be paid by the Partnership or reimbursed to the General Partners by the Partnership. Any such reimbursements shall not exceed the actual cost to the General Partners of goods, materials, and services used by or for the Partnership and obtained from entities unaffiliated with the General Partners. The Partnership shall reimburse the General Partners or their Affiliates for the actual out-of-pocket travel expenses of the General Partners, their Affiliates or their employees incurred in connection with the acquisition, management or improvement of the Properties, and the Partnership shall pay to the General Partners (or to such Affiliates of the General Partners designated by the General Partners) the sum of $10,000 per calendar quarter as reimbursement (collectively the "Reimbursement Payments") for management services and indirect expenses in connection with the management of the Partnership; provided, however, that such Reimbursement Payments shall not exceed the limits imposed by Section 5.8 hereof. ARTICLE NINE BOOKS, RECORDS AND REPORTS, ACCOUNTING, TAX ELECTIONS, ETC. 9.1 Books, Records and Reports A. Proper and complete records and books of account shall be kept by the General Partners in which shall be entered all transactions and other matters relative to the Partnership's business. The Partnership's books and records shall be prepared in accordance with generally accepted accounting principles, consistently applied. The books and records shall at all times be maintained at the principal office of the Partnership and shall be open for examination and inspection by the Partners or by their duly authorized representatives during reasonable business hours. The Partnership shall furnish a list of names and addresses of and Units held by all Partners to any Limited Partner who requests such a list in writing for any proper purpose, such costs to be borne by the requesting Limited Partner. B. The General Partners shall have prepared at least annually, at the Partnership's expense, financial statements (balance sheet, statement of income or loss, partners' equity, and changes in financial position) prepared in accordance with generally accepted accounting principles and accompanied by a report thereon containing an opinion of the Partnership's certified public accountants. Copies of such statements and report shall be distributed to each Limited Partner within 120 days after the close of each taxable year of the Partnership. A-19 C. The General Partners shall have prepared at least annually, at the Partnership's expense, a report containing: (i) a statement of cash flow, (ii) Partnership information necessary in the preparation of the Limited Partners' Federal income tax returns, (iii) a report of the business of the Partnership, (iv) a statement as to all transactions with the General Partners or their Affiliates and the fees, commissions, compensation and other benefits paid or accrued to the General Partners or their Affiliates during the year from the Partnership, which statement shall set forth the services rendered or to be rendered and the amount paid or accrued to each recipient, and (v) a report identifying distributions from: (a) Net Operating Cash Income of that year, (b) Net Operating Cash Income of prior years which had been held as reserves, and (c) Net Extraordinary Cash Income. Copies of such report shall be distributed to each Limited Partner within 120 days after the close of each taxable year of the Partnership; provided, however, all Partnership information necessary in the preparation of the Limited Partners' Federal income tax returns shall be distributed to each Limited Partner within 75 days after the close of each taxable year of the Partnership. D. The General Partners shall have prepared, at the Partnership's expense, a report, for each of the first three fiscal quarters of each year, containing (i) a statement as to the compensation received by the General Partners or their Affiliates during such quarter from the Partnership which statement shall set forth the services rendered or to be rendered by the General Partners or their Affiliates and the amount of fees received, (ii) unaudited financial statements of the Partnership (balance sheet, statement of income or loss for said quarterly period and a statement of Net Operating Cash Income for said quarterly period) and (iii) a statement of other pertinent information regarding the Partnership and its activities during the quarterly period covered by such report. Copies of such report shall be distributed to each Limited Partner within 60 days after the close of the quarterly period covered by such report. E. The General Partners shall have prepared, at the Partnership's expense, as of the end of each fiscal quarter in which a Property is acquired, a special report which shall describe therein: (i) each Property so acquired, (ii) the geographic area in which such Property is located, (iii) the market upon which the General Partners are relying in projecting successful operation of the Property, and (iv) facts which reasonably appear to the General Partners to materially influence the value of the Property. These special reports shall include, by way of illustration and not of limitation, a statement regarding the appraised value, if applicable, a statement of the actual purchase price including terms of the purchase, a statement of the total amount of cash expended by the Partnership to acquire each Property, and a statement regarding the amount of proceeds in the Partnership which remain unexpended or uncommitted. (This unexpended or uncommitted amount shall be stated in terms of both dollar amount and percentage of the total amount of the gross offering proceeds of the Partnership.) Copies of each such report shall be distributed to each Limited Partner within 60 days after the end of any such quarter. If deemed appropriate by the General Partners, such special report may be prepared and distributed to each Limited Partner more frequently than quarterly. 9.2 Bank Accounts The bank accounts of the Partnership shall be maintained in such banking institutions as the General Partners shall determine, and withdrawals shall be made only in the regular course of Partnership business on such signature or signatures as the General Partners may determine. 9.3 Accountants The accountants for the Partnership shall be Touche Ross & Co. or such other firm of independent certified public accountants as shall be engaged by the General Partners. The accountants shall prepare for execution by the General Partners all tax returns of the Partnership and shall audit and certify all annual financial statements of the Partnership in accordance with generally accepted auditing standards. 9.4 Depreciation and Elections A. With respect to all depreciable assets of the Partnership, the Partnership shall elect to use, as permitted by the provisions of the Code, straight line depreciation methods; however, on the advice of the certified public accountants then serving the Partnership pursuant to Section 9.3 hereof, the Partnership may change to or elect some other method of depreciation so long as such other method is, in the opinion of the certified public accountants, most advantageous to Limited Partners representing a majority in interest of the Capital Contributions of the Limited Partners. B. All other elections required or permitted to be made by the Partnership under the Code shall be made by the General Partners in such manner as will in the opinion of the certified public accountants A-20 be most advantageous to Limited Partners representing at least a majority in interest of the Capital Contributions of the Limited Partners. C. Notwithstanding anything to the contrary in this Section 9.4, the General Partners shall not be responsible for initiating any change in accounting methods from the methods initially chosen. Further, the General Partners shall not incur any liability for any election which is made upon the advice of the certified public accountants. 9.5 Accrual Basis and Fiscal Year The books of the Partnership shall be kept on the accrual basis. The fiscal year of the Partnership shall be from December 1 to November 30. ARTICLE TEN GENERAL PROVISIONS 10.1 Appointment of General Partners as Attorneys-in-Fact A. Each Limited Partner, by the execution hereof, hereby irrevocably constitutes and appoints the General Partners and each of them, under this Agreement, his true and lawful attorney-in-fact, with full power and authority in his name, place and stead, to execute and acknowledge under oath, swear to, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement including: (i) All certificates and other instructions (including this Agreement or any Certificate of Limited Partnership and any amendment thereof) which the General Partners deem appropriate to qualify or continue the Partnership as a limited partnership under the State Uniform Limited Partnership Law (or a partnership in which the Limited Partners will have limited liability comparable to that provided by the State Uniform Limited Partnership Law) or under the laws of any other jurisdiction in which the Partnership may conduct business; (ii) All amendments to this Agreement or any Certificate of Limited Partnership which are required to be filed or which the General Partners deem to be advisable to file; (iii) All instruments which the General Partners deem appropriate to reflect a change or modification of the Partnership in accordance with the terms of this Agreement; (iv) All conveyances and other instruments which the General Partners deem appropriate to reflect the dissolution and termination of the Partnership; and (v) All other instruments, documents or contracts requisite to carrying out the intent and purpose of this Agreement and the business of the Partnership. B. The appointment by all Limited Partners of the General Partners and each of them as attorneys-in-fact shall be deemed to be a power coupled with an interest in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the General Partners to act as contemplated by this Agreement in any filing and other action by them on behalf of the Partnership. The foregoing power of attorney shall survive the death or incompetency of a Limited Partner or the assignment by any Limited Partner of the whole or any part of his interest hereunder. 10.2 Word Meanings The words such as "herein", "hereinafter", "hereof", and "hereunder" refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires. 10.3 Binding Provisions The covenants and agreements contained herein shall be binding upon, and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties hereto. 10.4 Applicable Law This Agreement shall be construed and enforced in accordance with the laws of the State of Missouri. A-21 10.5 Counterparts This Agreement may be executed in several counterparts, all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the same counterpart, except that no counterpart shall be binding unless signed by the General Partners. 10.6 Entire Agreement This Agreement contains the entire agreement between the parties and supersedes all prior writings or representations. 10.7 Separability of Provisions Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid or unenforceable such invalidity or unenforceability shall not impair the operation of or affect any other portion of this Agreement and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted. 10.8 Representation Each person who becomes a Limited Partner hereunder does hereby represent and warrant by the signing of a counterpart of this Agreement that he has relied solely on the advice of his personal tax, investment or other advisor(s) in making his investment decision. The General Partners have not made and hereby make no warranties or representations other than those set forth in this Agreement. 10.9 Section Titles Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. 10.10 Amendments A. In addition to the amendments otherwise authorized herein, this Agreement may be amended, from time to time, by (i) the General Partners with the prior Consent of the Limited Partners or (ii) by the Limited Partners (subject to the provisions of Section 10.11 hereof) whose combined Capital Contributions represent at least a majority of the total Capital Contributions of the Limited Partners; provided, however, that without the prior written consent of all the Partners, this Agreement may not be amended so as to (i) convert the interest of a Limited Partner into the interest of a General Partner; (ii) modify the limited liability of a Limited Partner; (iii) alter the interest of a Partner in the Profits and Losses For Tax Purposes, Net Operating Cash Income, Net Extraordinary Cash Income or other distributions of the Partnership; (iv) extend the term of the Partnership as set forth in Section 2.4 hereof, or (v) reduce the percentage of the Limited Partners' interests required to approve any act provided for herein. If this Agreement shall be amended as a result of adding or substituting a Limited Partner, the amendment to this Agreement shall be signed by the General Partners and by the person to be substituted or added and, if a Limited Partner is to be substituted, by the assigning Limited Partner. If this Agreement shall be amended to reflect the designation of an additional General Partner, such amendment shall be signed by the other General Partner(s) and by such additional General Partner. If this Agreement shall be amended to reflect the Withdrawal of a General Partner and the business of the Partnership is continued, such amendment shall be signed by the remaining or successor General Partner(s). B. In addition to any amendments otherwise authorized herein, amendments may be made to this Agreement from time to time by the General Partners, without the consent of any of the Limited Partners, (i) to cure any ambiguity or to correct or supplement any provision herein which may be inconsistent with any other provision herein or (ii) to delete or add any provision of this Agreement required to be so deleted or added by the Securities and Exchange Commission, the Internal Revenue Service, or other Federal agency or by a state "blue sky" commissioner or other similar official, which addition or deletion is deemed by such Commission, Service, agency or official to be for the benefit or protection of the Limited Partners; provided, however, that no amendment shall be adopted pursuant to this Section 10.10B unless the adoption thereof (i) is for the benefit of or not adverse to the interests of the Limited Partners; (ii) does not convert the interest of a Limited Partner into the interest of a General Partner; (iii) does not modify the limited liability of a Limited Partner; (iv) does not alter the interest of a Partner in the Profits and Losses For Tax Purposes, Net Operating Cash Income, Net Extraordinary Cash Income or other distributions of the Partnership; (v) does not extend the term of the Partnership as set forth in Section 2.4 herein; (vi) does not reduce the percentage of the Limited Partners' interest A-22 required to approve any act provided for herein; or (vii) does not affect the status of the Partnership as a partnership for Federal income tax purposes. 10.11 Restrictions on Vote of Limited Partners Notwithstanding any other provision of this Agreement, the rights provided to the Limited Partners under Sections 2.4A (iii), 5.2B, 5.6, 6.9A and 8.4B hereof and the rights provided to the Limited Partners to amend this Agreement without the approval of the General Partners under Section 10.10 hereof shall be null and void and of no effect and shall not come into existence and shall not be exercisable in any manner by the Limited Partners unless and until either (a) a court of competent jurisdiction in the State of Missouri shall have previously determined in an action for declaratory judgment or similar relief brought on behalf of the Limited Partners that the exercise of such rights will not result in the loss of any Limited Partner's limited liability or violate the State Uniform Limited Partnership Law or (b) counsel for the Limited Partners (other than counsel for the General Partners) shall have delivered an opinion to the same effect satisfactory to the Limited Partners seeking to exercise such rights. Until the General Partners have received Notice that the requirements of clause (a) or clause (b) of this Section 10.11 have been complied with, the General Partners shall have the authority to sell or otherwise dispose of, at one time, all or substantially all (as defined in Section 5.2B hereof) of the assets of the Partnership; provided, however, that prior to any such sale or disposition of, at one time, all or substantially all (as defined in Section 5.2B hereof) of the assets of the Partnership (except for the disposition of the Partnership's final property), the General Partners shall give sixty (60) days' prior notice thereof to the Limited Partners and if during such sixty (60) day period the General Partners receive Notice that the requirements of clause (a) or clause (b) of this Section 10.11 have been complied with, then the General Partners shall not have the authority to sell or otherwise dispose of, at one time, all or substantially all (as defined in Section 5.2B hereof) of the assets of the Partnership (except for the disposition of the Partnership's final property) without the Consent of the Limited Partners. 10.12 Meetings and Voting The General Partners may at any time call a meeting of the Limited Partners and shall call such meeting following written request therefor of Limited Partners whose combined Capital Contributions represent ten percent (10%) or more of the total Capital Contributions of the Limited Partners. Within ten (10) days after the receipt of said request, the General Partners shall give Notice to all Limited Partners as to the time and place of the Partnership meeting and the general nature of the business to be transacted thereat. Any such Partnership meeting shall be held not less than fifteen (15) nor more than sixty (60) days following mailing of such Notice by the General Partners. All expenses of such meeting shall be borne by the Partnership. A Limited Partner shall be entitled to cast one vote for each Unit he owns on the date of such meeting. Each Limited Partner may authorize any person to act for him by proxy in all matters in which a Limited Partner is entitled to participate whether by waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Each proxy shall be revocable at the pleasure of the Limited Partner executing it. In addition, following written request therefor of Limited Partners whose combined Capital Contributions represent ten percent (10%) or more of the total Capital Contributions of the Limited Partners, the General Partners shall submit any matter (upon which the Limited Partners are entitled to act) to the Limited Partners for a vote thereon in accordance with the terms of this Agreement. 10.13 Partition The Partners agree that the Partnership's Properties are not and will not be suitable for partition. Accordingly, each of the Partners hereby irrevocably waives any and all right he may have to maintain any action for partition of any of the Partnership's Properties. A-23 WITNESS the execution hereof as of the day and year first above written by the following General Partners and Initial Limited Partner, whose respective residence addresses are set forth opposite their respective signatures. GENERAL PARTNERS Address: G. J. Nooney* 900 South Hanley *By /s/ Gregory J. Nooney, Jr. St. Louis, Missouri 63105 Gregory J. Nooney, Jr. Attorney-in-Fact Address: 900 South Hanley St. Louis, Missouri 63105 /s/ Gregory J. Nooney, Jr. Gregory J. Nooney, Jr. Address: 410 Steeplechase Lane St. Louis, Missouri 63131 /s/ John J. Nooney John J. Nooney Address: 612 Lampadaire Drive St. Louis, Missouri 63123 /s/ James J. Finn James J. Finn Address: 7945 Park Drive St. Louis, Missouri 63117 /s/ James J. O'Connor III James J. O'Connor III Address: 113 Northarm Drive St. Louis, Missouri 63122 /s/ Gregory J. Nooney III Gregory J. Nooney III A-24 NOONEY CAPITAL CORP., a Missouri Corporation Address: 7701 Forsyth Boulevard St. Louis, Missouri 63105 By /s/ Gregory J. Nooney III [SEAL] Gregory J. Nooney III President INITIAL LIMITED PARTNER Address: 656 Twigwood /s/ Grant A. Grimes Ballwin, Missouri 63011 Grant A. Grimes STATE OF MISSOURI ) ) SS: COUNTY OF ST. LOUIS ) On this 7th day of April, 1982, before me personally appeared GREGORY J. NOONEY, JR., to me known to be the person described in and who executed the foregoing instrument, and he swore under oath that the statements made in said instrument are true and correct to the best of his knowledge and belief and he acknowledged that he executed said instrument as his free act and deed as Attorney-in-Fact for G. J. Nooney. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. /s/ Dorothy M. Eshleman Notary Public DOROTHY M. ESHLEMAN My term expires June 15, 1984 NOTARY PUBLIC -- STATE OF MISSOURI COUNTY OF ST. LOUIS MY COMMISSION EXPIRES JUNE 15, 1984 STATE OF MISSOURI ) ) SS: COUNTY OF ST. LOUIS ) On this 7th day of April, 1982, before me personally appeared GREGORY J. NOONEY, JR., JOHN J. NOONEY, JAMES J. FINN, JAMES J. O'CONNOR III and GREGORY J. NOONEY III, to me known to be the persons described in and who executed the foregoing instrument, and each swore under oath that the statements made in said instrument are true and correct to the best of his knowledge and belief and each acknowledged that he executed said instrument as his free act and deed, as a General Partner. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. /s/ Dorothy M. Eshleman Notary Public DOROTHY M. ESHLEMAN My term expires June 15, 1984 NOTARY PUBLIC -- STATE OF MISSOURI COUNTY OF ST. LOUIS MY COMMISSION EXPIRES JUNE 15, 1984 A-25 STATE OF MISSOURI ) )SS: COUNTY OF ST. LOUIS ) On this 7th day of April, 1982, before me appeared GREGORY J. NOONEY, JR., to me personally known, who, being by me duly sworn, did say that he is the President of NOONEY CAPITAL CORP., a corporation of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Directors; and said Gregory J. Nooney, Jr. swore under oath that the statements made in said instrument are true and correct to the best of his knowledge and belief and acknowledged said instrument to be the free act and deed of said corporation, as a General Partner. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. /s/ Dorothy M. Eshleman Notary Public DOROTHY M. ESHLEMAN My term expires June 15, 1984 NOTARY PUBLIC -- STATE OF MISSOURI COUNTY OF ST. LOUIS MY COMMISSION EXPIRES JUNE 15, 1984 STATE OF MISSOURI ) ) SS: COUNTY OF ST. LOUIS ) On this 7th day of April, 1982, before me personally appeared GRANT A. GRIMES, to me known to be the person described in and who executed the foregoing instrument, and he swore under oath that the statements made in said instrument are true and correct to the best of his knowledge and belief and he acknowledged that he executed said instrument as his free act and deed, as the Initial Limited Partner. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. /s/ Dorothy M. Eshleman Notary Public DOROTHY M. ESHLEMAN My term expires June 15, 1984 NOTARY PUBLIC -- STATE OF MISSOURI COUNTY OF ST. LOUIS MY COMMISSION EXPIRES JUNE 15, 1984 A-26 EX-10.1 3 EXHIBIT 10.1 M A N A G E M E N T A G R E E M E N T OWNER: Nooney Real Property Investors-Four, L.P. AGENT: Maxus Properties, Inc. PREMISES: Cobblestone Court Shopping Center 14150 Nicollet Avenue South Burnsville, MN 55337 BEGINNING: November 10, 1999 ENDING: November 10, 2002 IN CONSIDERATION of the covenants herein contained, Nooney Real Property Investors-Four, L.P., (hereinafter called "Owner"), and Maxus Properties, Inc. (hereinafter called "Agent"), agree as follows: 1. The Owner hereby employs the Agent exclusively to rent and manage the property known as Cobblestone Court Shopping Center (hereinafter the "Premises") upon the terms and conditions hereinafter set forth, for a term of 3 years beginning on November 10, 1999 and ending on November 10, 2002, and thereafter for yearly periods from time to time, unless on or before 60 days prior to the date last above mentioned or on or before 60 days prior to the expiration of any such renewal period, either party hereto shall notify the other in writing that it elects to terminate this Agreement, in which case this Agreement shall be thereby terminated on said last mentioned date. (See also Paragraph 6.3 below.) 2. THE AGENT AGREES: 2.1 To accept the management of the Premises, to the extent, for the period, and upon the terms herein provided and agrees to furnish the services of its organization for the rental operation and management of the Premises. 2.2 To prepare a monthly statement of receipts and disbursements and to remit, on a monthly basis, the net cash flow generated by the Premises after payment of all operating expenses, debt service and escrow payments if applicable, to the following party: Nooney Real Property Investor-Four, L.P. c/o David L. Johnson P.O. Box 26730 Kansas City, MO 64196 In the event total monthly disbursements are in excess of total monthly receipts, the Owner shall promptly provide funds to cover such shortfalls. Nothing contained herein shall obligate the Agent to advance its own funds on behalf of the Owner to cover any shortfalls. 2.3 To cause all employees of the Agent who handle or are responsible for the safekeeping of any monies of the Owner to be covered by a fidelity bond in an amount and with a company determined by the Agent. 2 3. THE OWNER AGREES: To give the Agent the following authority and powers (all or any of which may be exercised in the name of the Owner) and agrees to assume all expenses in connection therewith: 3.1 To advertise the Premises or any part thereof; to display signs thereon and to rent the same; to cause references of prospective tenants to be investigated; to sign leases for terms not in excess of one year and to renew and/or cancel the existing leases and prepare and execute the new leases without additional charge to the Owner; provided; however, that the Agent may collect from tenant all or any of the following: a late rent administrative charge, a non-negotiable check charge, credit report fee, a subleasing administrative charge and/or broker's commission and need not account for such charges and/or commission to the Owner; to terminate tenancies and to sign and serve such notices as are deemed needful by the Agent; to institute and prosecute actions to oust tenants and to recover possession of the Premises; to sue for and recover rent; and, when expedient, to settle, compromise, and release such actions or suits, or reinstate such tenancies. Owner shall reimburse Agent for all expenses of litigation including attorneys' fees, filing fees, and court costs which Agent does not recover from tenants. Agent may select the attorney of its choice to handle such litigation. 3.2 To hire, discharge, and pay all managers, engineers, janitors and other employees; to make or cause to be made all ordinary repairs and replacements necessary to preserve the Premises in its present condition and for the operating efficiency thereof and all alterations required to comply with lease requirements, and to do decorating on the Premises; to negotiate contracts for nonrecurring items not exceeding $5,000 and to enter into agreements for all necessary repairs, maintenance, minor alterations and utility services; and to purchase supplies and pay bills. Agent shall secure the approval of the Owner for items, except monthly or recurring operating charges and emergency repairs in excess of the maximum, if, in the opinion of the Agent, such repairs are necessary to protect the property from damage or to maintain services to the tenants as called for by their tenancy. 3.3 To collect rents and/or assessments and other items due or to become due and give receipts therefor and to deposit all funds collected hereunder in the Agent's custodial account. 3.4 Agent agrees to collect all tenant security deposits. Owner instructs Agent to deposit all security deposits in the general operating accounts of the property. Agent is not to segregate the security deposits into a separate account or into an escrow account. 3.5 To execute and file all returns and other instruments and do and perform all acts required of the Owner as an employer with respect to the Premises under the Federal Insurance Contributions Acts, the Federal Unemployment Tax Act and Subtitle C of the Internal Revenue Code of 1954 with respect to wages paid by the Agent on behalf of the Owner and under any similar federal and state law now or hereafter in force (and in connection therewith the Owner agrees upon request to promptly execute and deliver to the Agent all necessary powers of attorney, notices of appointment, and the like). 3 3.6 The Agent shall not be required to advance any monies for the care or management of said property, and the Owner agrees to advance all monies necessary therefor. If the Agent shall elect to advance any money in connection with the property, the Owner agrees to reimburse the Agent forthwith and hereby authorizes the Agent to deduct such advances from any monies due the Owner. The Agent, shall, upon instruction from the Owner, impound reserves each month for the payment of real estate taxes, insurance, or any other special expenditure. 4. THE OWNER FURTHER AGREES: 4.1 To indemnify, defend and save the Agent harmless from all suits in connection with the Premises and from liability for damage to property and injuries to or death of any employee or other person whomsoever, and to carry at his (its) own expense public liability, elevator liability (if elevators are part of the equipment of the Premises), and workmen's compensation insurance naming the Owner and Agent, adequate to protect their interests in form, substance, and amounts reasonably satisfactory to the Agent, and to furnish to the Agent certificates evidencing the existence of such insurance. Unless the Owner shall provide such insurance and furnish such certificate within 30 days from the date of this Agreement, the Agent may, but shall not be obligated to, place said insurance and charge the cost thereof to the account of the Owner. All such insurance policies shall provide that the Agent shall receive thirty (30) days' written notice prior to cancellation of the policy. 4.2 To pay all expenses incurred by the Agent, including, but not limited to, reasonable attorneys' fees and Agent's costs and time in connection with any claim, proceeding, or suit involving an alleged violation by the Agent or the Owner, or both, of any law pertaining to fair employment, fair credit reporting, environmental protection, rent control, taxes, or fair housing, including, but not limited to, any law prohibiting, or making illegal, discrimination on the basis of race, sex, creed, color, religion, national origin, or mental or physical handicap, provided, however, that the Owner shall not be responsible to the Agent for any such expenses in the event the Agent is finally adjudicated to have personally, and not in a representative capacity, violated any such law. Nothing contained herein shall obligate the Agent to employ counsel to represent the Owner in any such proceeding or suit, and the Owner may elect to employ counsel to represent the Owner in any such proceeding or suit. The Owner also agrees to pay reasonable expenses (or an apportioned amount of such expenses where other employers of Agent also benefit from the expenditure) incurred by the Agent in obtaining legal advice regarding compliance with any law affecting the premises or activities related thereto. 4.3 To indemnify, defend, and save the Agent harmless from all claims, investigations, and suits, or from actions or failures to act of the Owner, with respect to any alleged or actual violation of state or federal labor laws, it being expressly agreed and understood that as between the Owner and the Agent, all persons employed in connection with the Premises are employees of the Owner, not the Agent. However, it shall be the responsibility of the Agent to comply with all applicable state or federal labor laws. The Owner's obligation under this paragraph 4.3 shall include the payment of all settlements, judgements, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, litigation expense, and attorneys' fees. 4 4.4 To give adequate advance written notice to the Agent if the Owner desires that the Agent make payment, out of the proceeds from the premises, or mortgage indebtedness, general taxes, special assessments, or fire, steam boiler, or any other insurance premiums. In no event shall the Agent be required to advance its own money in payment of any such indebtedness, taxes, assessments, or premiums. 5. THE OWNER AGREES TO PAY THE AGENT EACH MONTH: 5.1 MANAGEMENT: Owner agrees to pay Agent for the ordinary management of the Premises Five and Four Tenths percent (5.4%) of the monthly gross receipts from the operation of the Premises during the period this Agreement remains in full force and effect. Gross receipts are all amounts received from the operation of the Premises including, but not limited to, rents, parking fees, deposits, laundry income and fees. 5.2 OTHER ITEMS OF MUTUAL AGREEMENT: In the event Owner requests and Agent agrees to perform services outside the scope of ordinary management of the Premises, the parties will agree to a fee and payment structure for these services prior to commencement of the work. 6. IT IS MUTUALLY AGREED THAT: 6.1 The Owner expressly withholds from the Agent any power or authority to make any structural changes in any building or to make any other major alterations or additions in or to any such building or equipment therein, or to incur any expense chargeable to Owner other than expenses related to exercising the express powers above vested in Agent without the prior written direction of an authorized representative of Owner. Agent is granted the authority to make structural changes or major alterations if such actions are required because of danger to life or which are immediately necessary for the preservation and safety of the Premises or the safety of the occupants thereof or are required to avoid the suspension of any necessary service to the Premises. 6.2 The Agent does not assume and is given no responsibility for compliance of any building on the Premises or any equipment therein with the requirements of any statute, ordinance, law or regulation of any governmental body or of any public authority or official thereof having jurisdiction, except to notify the Owner promptly or forward to the Owner promptly any complaints, warnings, notices, or summonses received by it relating to such matters. The Owner represents that to the best of his (its) knowledge the Premises and such equipment comply with all such requirements and authorizes the Agent, its representatives, servants, and employees, of and from all loss, cost, expense, and liability whatsoever which may be imposed on them or any of them by reason of any present or future violation or alleged violation of such laws, ordinances, statutes, or regulations. 6.3 In the event it is alleged or charged that any building on the Premises or any equipment therein or any act or failure to act by the Owner with respect to the Premises or the sale, rental or other disposition thereof fails to comply with, or is in violation of, any of the requirements of a constitutional provision, statute, ordinance, law or regulation of any governmental body or any 5 order or ruling of any public authority or official thereof having or claiming to have jurisdiction thereover, and the Agent, in its sole and absolute discretion, considers that the action or position of the Owner or registered managing Agent with respect thereto may result in damage or liability to the Agent, the Agent shall have the right to cancel this Agreement at any time by written notice to the Owner of its election so to do, which cancellation shall be effective upon the service of such notice. Such notice may be served personally or by registered mail, on or to the person named to receive the Agent's monthly statement at the address designated for such person as provided in Paragraph 2.2 above, and if service by mail shall be deemed to have been served when deposited in the U.S. Mail. Such cancellation shall not release the indemnities of the Owner set forth in Paragraph 4 and 6.2 above and shall not terminate any liability or obligation of the Owner to the Agent for any payment, reimbursement, or other sum of money then due and payable to the Agent hereunder. 7. This Agreement may be canceled by Owner before the termination date specified in Paragraph 1 on not less than 60 days' prior written notice to the Agent. 8. The Owner shall pay or reimburse the Agent for any sums of money due it under this Agreement for service for actions prior to termination, notwithstanding any termination of this Agreement. All provisions of this Agreement that require the Owner to have insured or to defend, reimburse, or indemnify the Agent (including, but not limited to, Paragraphs 4.1, 4.2, and 4.3) shall survive any termination and, if Agent is or becomes involved in any proceeding or litigation by reason of having been the Owner's agent, such provisions shall apply as if this Agreement were still in effect. The parties understand and agree that the Agent may withhold funds for thirty (30) days after the end of the month in which the Agreement is terminated to pay bills previously incurred but not yet invoiced and to close accounts. This Agreement shall be binding upon the successors and assigns of the Agent and their heirs, administrators, executors, successors, and assigns of the Owner. 6 IN WITNESS THEREOF, the parties hereto have affixed or caused to be affixed their respective signatures effective this 10th day of November, 1999. OWNER: Nooney Real Property Investors-Four, L.P. By: /s/ David L. Johnson David L. Johnson, Chairman, Nooney Capital Corp. General Partner of Nooney Real Property Investors-Four, L.P. AGENT: Maxus Properties, Inc. By: /s/ Daniel W. Pishny Daniel W. Pishny President 7 EX-10.2 4 EXHIBIT 10.2 M A N A G E M E N T A G R E E M E N T OWNER: Nooney Real Property Investors-Four, L.P. AGENT: Maxus Properties, Inc. PREMISES: Woodhollow Apartments 1871 McKelvey Hill Dr. Maryland Heights, MO 63043 BEGINNING: November 10, 1999 ENDING: November 10, 2002 IN CONSIDERATION of the covenants herein contained, Nooney Real Property Investors-Four, L.P., (hereinafter called "Owner"), and Maxus Properties, Inc. (hereinafter called "Agent"), agree as follows: 1. The Owner hereby employs the Agent exclusively to rent and manage the property known as Woodhollow Apartments (hereinafter the "Premises") upon the terms and conditions hereinafter set forth, for a term of 3 years beginning on November 10, 1999 and ending on November 10, 2002, and thereafter for yearly periods from time to time, unless on or before 60 days prior to the date last above mentioned or on or before 60 days prior to the expiration of any such renewal period, either party hereto shall notify the other in writing that it elects to terminate this Agreement, in which case this Agreement shall be thereby terminated on said last mentioned date. (See also Paragraph 6.3 below.) 2. THE AGENT AGREES: 2.1 To accept the management of the Premises, to the extent, for the period, and upon the terms herein provided and agrees to furnish the services of its organization for the rental operation and management of the Premises. 2.2 To prepare a monthly statement of receipts and disbursements and to remit, on a monthly basis, the net cash flow generated by the Premises after payment of all operating expenses, debt service and escrow payments if applicable, to the following party: Nooney Real Property Investors-Four, L.P. c/o David L. Johnson P.O. Box 26730 Kansas City, MO 64196 In the event total monthly disbursements are in excess of total monthly receipts, the Owner shall promptly provide funds to cover such shortfalls. Nothing contained herein shall obligate the Agent to advance its own funds on behalf of the Owner to cover any shortfalls. 2.3 To cause all employees of the Agent who handle or are responsible for the safekeeping of any monies of the Owner to be covered by a fidelity bond in an amount and with a company determined by the Agent. 2 3. THE OWNER AGREES: To give the Agent the following authority and powers (all or any of which may be exercised in the name of the Owner) and agrees to assume all expenses in connection therewith: 3.1 To advertise the Premises or any part thereof; to display signs thereon and to rent the same; to cause references of prospective tenants to be investigated; to sign leases for terms not in excess of one year and to renew and/or cancel the existing leases and prepare and execute the new leases without additional charge to the Owner; provided; however, that the Agent may collect from tenant all or any of the following: a late rent administrative charge, a non-negotiable check charge, credit report fee, a subleasing administrative charge and/or broker's commission and need not account for such charges and/or commission to the Owner; to terminate tenancies and to sign and serve such notices as are deemed needful by the Agent; to institute and prosecute actions to oust tenants and to recover possession of the Premises; to sue for and recover rent; and, when expedient, to settle, compromise, and release such actions or suits, or reinstate such tenancies. Owner shall reimburse Agent for all expenses of litigation including attorneys' fees, filing fees, and court costs which Agent does not recover from tenants. Agent may select the attorney of its choice to handle such litigation. 3.2 To hire, discharge, and pay all managers, engineers, janitors and other employees; to make or cause to be made all ordinary repairs and replacements necessary to preserve the Premises in its present condition and for the operating efficiency thereof and all alterations required to comply with lease requirements, and to do decorating on the Premises; to negotiate contracts for nonrecurring items not exceeding $5,000 and to enter into agreements for all necessary repairs, maintenance, minor alterations and utility services; and to purchase supplies and pay bills. Agent shall secure the approval of the Owner for items, except monthly or recurring operating charges and emergency repairs in excess of the maximum, if, in the opinion of the Agent, such repairs are necessary to protect the property from damage or to maintain services to the tenants as called for by their tenancy. 3.3 To collect rents and/or assessments and other items due or to become due and give receipts therefor and to deposit all funds collected hereunder in the Agent's custodial account. 3.4 Agent agrees to collect all tenant security deposits. Owner instructs Agent to deposit all security deposits in the general operating accounts of the property. Agent is not to segregate the security deposits into a separate account or into an escrow account. 3.5 To execute and file all returns and other instruments and do and perform all acts required of the Owner as an employer with respect to the Premises under the Federal Insurance Contributions Acts, the Federal Unemployment Tax Act and Subtitle C of the Internal Revenue Code of 1954 with respect to wages paid by the Agent on behalf of the Owner and under any similar federal and state law now or hereafter in force (and in connection therewith the Owner agrees upon request to promptly execute and deliver to the Agent all necessary powers of attorney, notices of appointment, and the like). 3 3.6 The Agent shall not be required to advance any monies for the care or management of said property, and the Owner agrees to advance all monies necessary therefor. If the Agent shall elect to advance any money in connection with the property, the Owner agrees to reimburse the Agent forthwith and hereby authorizes the Agent to deduct such advances from any monies due the Owner. The Agent, shall, upon instruction from the Owner, impound reserves each month for the payment of real estate taxes, insurance, or any other special expenditure. 4. THE OWNER FURTHER AGREES: 4.1 To indemnify, defend and save the Agent harmless from all suits in connection with the Premises and from liability for damage to property and injuries to or death of any employee or other person whomsoever, and to carry at his (its) own expense public liability, elevator liability (if elevators are part of the equipment of the Premises), and workmen's compensation insurance naming the Owner and Agent, adequate to protect their interests in form, substance, and amounts reasonably satisfactory to the Agent, and to furnish to the Agent certificates evidencing the existence of such insurance. Unless the Owner shall provide such insurance and furnish such certificate within 30 days from the date of this Agreement, the Agent may, but shall not be obligated to, place said insurance and charge the cost thereof to the account of the Owner. All such insurance policies shall provide that the Agent shall receive thirty (30) days' written notice prior to cancellation of the policy. 4.2 To pay all expenses incurred by the Agent, including, but not limited to, reasonable attorneys' fees and Agent's costs and time in connection with any claim, proceeding, or suit involving an alleged violation by the Agent or the Owner, or both, of any law pertaining to fair employment, fair credit reporting, environmental protection, rent control, taxes, or fair housing, including, but not limited to, any law prohibiting, or making illegal, discrimination on the basis of race, sex, creed, color, religion, national origin, or mental or physical handicap, provided, however, that the Owner shall not be responsible to the Agent for any such expenses in the event the Agent is finally adjudicated to have personally, and not in a representative capacity, violated any such law. Nothing contained herein shall obligate the Agent to employ counsel to represent the Owner in any such proceeding or suit, and the Owner may elect to employ counsel to represent the Owner in any such proceeding or suit. The Owner also agrees to pay reasonable expenses (or an apportioned amount of such expenses where other employers of Agent also benefit from the expenditure) incurred by the Agent in obtaining legal advice regarding compliance with any law affecting the premises or activities related thereto. 4.3 To indemnify, defend, and save the Agent harmless from all claims, investigations, and suits, or from actions or failures to act of the Owner, with respect to any alleged or actual violation of state or federal labor laws, it being expressly agreed and understood that as between the Owner and the Agent, all persons employed in connection with the Premises are employees of the Owner, not the Agent. However, it shall be the responsibility of the Agent to comply with all applicable state or federal labor laws. The Owner's obligation under this paragraph 4.3 shall include the payment of all settlements, judgements, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, litigation expense, and attorneys' fees. 4 4.4 To give adequate advance written notice to the Agent if the Owner desires that the Agent make payment, out of the proceeds from the premises, or mortgage indebtedness, general taxes, special assessments, or fire, steam boiler, or any other insurance premiums. In no event shall the Agent be required to advance its own money in payment of any such indebtedness, taxes, assessments, or premiums. 5. THE OWNER AGREES TO PAY THE AGENT EACH MONTH: 5.1 MANAGEMENT: Owner agrees to pay Agent for the ordinary management of the Premises Four and one half percent (4.5%) of the monthly gross receipts from the operation of the Premises during the period this Agreement remains in full force and effect. Gross receipts are all amounts received from the operation of the Premises including, but not limited to, rents, parking fees, deposits, laundry income and fees. 5.2 OTHER ITEMS OF MUTUAL AGREEMENT: In the event Owner requests and Agent agrees to perform services outside the scope of ordinary management of the Premises, the parties will agree to a fee and payment structure for these services prior to commencement of the work. 6. IT IS MUTUALLY AGREED THAT: 6.1 The Owner expressly withholds from the Agent any power or authority to make any structural changes in any building or to make any other major alterations or additions in or to any such building or equipment therein, or to incur any expense chargeable to Owner other than expenses related to exercising the express powers above vested in Agent without the prior written direction of an authorized representative of Owner. Agent is granted the authority to make structural changes or major alterations if such actions are required because of danger to life or which are immediately necessary for the preservation and safety of the Premises or the safety of the occupants thereof or are required to avoid the suspension of any necessary service to the Premises. 6.2 The Agent does not assume and is given no responsibility for compliance of any building on the Premises or any equipment therein with the requirements of any statute, ordinance, law or regulation of any governmental body or of any public authority or official thereof having jurisdiction, except to notify the Owner promptly or forward to the Owner promptly any complaints, warnings, notices, or summonses received by it relating to such matters. The Owner represents that to the best of his (its) knowledge the Premises and such equipment comply with all such requirements and authorizes the Agent, its representatives, servants, and employees, of and from all loss, cost, expense, and liability whatsoever which may be imposed on them or any of them by reason of any present or future violation or alleged violation of such laws, ordinances, statutes, or regulations. 6.3 In the event it is alleged or charged that any building on the Premises or any equipment therein or any act or failure to act by the Owner with respect to the Premises or the sale, rental or other disposition thereof fails to comply with, or is in violation of, any of the requirements of a constitutional provision, statute, ordinance, law or regulation of any governmental body or any 5 order or ruling of any public authority or official thereof having or claiming to have jurisdiction thereover, and the Agent, in its sole and absolute discretion, considers that the action or position of the Owner or registered managing Agent with respect thereto may result in damage or liability to the Agent, the Agent shall have the right to cancel this Agreement at any time by written notice to the Owner of its election so to do, which cancellation shall be effective upon the service of such notice. Such notice may be served personally or by registered mail, on or to the person named to receive the Agent's monthly statement at the address designated for such person as provided in Paragraph 2.2 above, and if service by mail shall be deemed to have been served when deposited in the U.S. Mail. Such cancellation shall not release the indemnities of the Owner set forth in Paragraph 4 and 6.2 above and shall not terminate any liability or obligation of the Owner to the Agent for any payment, reimbursement, or other sum of money then due and payable to the Agent hereunder. 7. This Agreement may be canceled by Owner before the termination date specified in Paragraph 1 on not less than 60 days' prior written notice to the Agent. 8. The Owner shall pay or reimburse the Agent for any sums of money due it under this Agreement for service for actions prior to termination, notwithstanding any termination of this Agreement. All provisions of this Agreement that require the Owner to have insured or to defend, reimburse, or indemnify the Agent (including, but not limited to, Paragraphs 4.1, 4.2, and 4.3) shall survive any termination and, if Agent is or becomes involved in any proceeding or litigation by reason of having been the Owner's agent, such provisions shall apply as if this Agreement were still in effect. The parties understand and agree that the Agent may withhold funds for thirty (30) days after the end of the month in which the Agreement is terminated to pay bills previously incurred but not yet invoiced and to close accounts. This Agreement shall be binding upon the successors and assigns of the Agent and their heirs, administrators, executors, successors, and assigns of the Owner. 6 IN WITNESS THEREOF, the parties hereto have affixed or caused to be affixed their respective signatures effective this 10th day of November, 1999. OWNER: Nooney Real Property Investors-Four, L.P. By: /s/ David L. Johnson David L. Johnson, Chairman, Nooney Capital Corp. General Partner of Nooney Real Property Investors-Four, L.P. AGENT: Maxus Properties, Inc. By: /s/ Daniel W. Pishny Daniel W. Pishny President 7 EX-27 5
5 This schedule contains summary financial information extracted from the financial statements for Maxus Real Property Investors-Four, L.P. and is qualified in its entirety by reference to such financial statements. 0000700720 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. 1 12-MOS NOV-30-1999 DEC-01-1998 NOV-30-1999 21,021 0 188,579 0 0 0 0 0 11,314,263 0 13,825,996 0 0 0 0 0 2,817,943 3,250,073 0 0 2,651,655 0 1,101,890 81,989 0 81,989 0 0 0 81,989 5.96 0
EX-99.1 6 EXHIBIT 99.1 Below each General Partner's name is a list of the limited partnerships, other than the Registrant, for which the General Partner serves as a general partner and the companies for which the General Partner serves as a director. The list includes only those limited partnerships and companies which have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 or are subject to the requirements of Section 15(d) of the Act. John J. Nooney Limited Partnerships: Nooney Real Property Investors-Two, L.P. Nooney Income Fund Ltd., L.P. Nooney Income Fund Ltd.II, L.P. EX-99.2 7 EXHIBIT 99.2 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Financial Statements and Schedules November 30, 1999 and 1998 (With Independent Auditors' Report Thereon) MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Table of Contents Page Independent Auditors' Reports KPMG LLP 1 Deloitte & Touche LLP 2 Balance Sheet and Statement of Net Liabilities in Liquidation 3 Statements of Operations and Loss in Liquidation 4 Statements of Partners' Deficit and Net Liabilities in Liquidation 5 Statements of Cash Flows 6 Notes to Financial Statements 7 Schedules 1 Reconciliation of Partners' Deficit 16 2 Real Estate and Accumulated Depreciation 17 Independent Auditors' Report To the Partners of Maxus Real Property Investors-Four, L.P.: We have audited the accompanying balance sheet of Maxus Real Property Investors-Four, L.P. (formerly known as Nooney Real Property Investors-Four, L.P.) (the Partnership) as of November 30, 1999, and the related statements of operations, partners' deficit, and cash flows for the year then ended. Our audit also included the 1999 information included in the financial statement schedules listed in the accompanying table of contents. These financial statements and financial statement schedules are the responsibility of the Partnership's general partners. Our responsibility is to express an opinion on these 1999 financial statements and financial statement schedules 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 the Partnership's general partner, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As discussed in note 1, the Partnership discontinued the plan of liquidation previously approved by the partners of the Partnership. As a result, the Partnership's 1999 financial statements are no longer on the liquidation basis of accounting. In our opinion, the 1999 financial statements referred to above present fairly, in all material respects, the financial position of Maxus Real Property Investors-Four, L.P. as of November 30, 1999 and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. Also, in our opinion, the 1999 financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. /s/ KPMG LLP February 11, 2000 INDEPENDENT AUDITORS' REPORT To the Partners of Nooney Real Property Investors-Four, L.P.: We have audited the accompanying statement of net liabilities in liquidation of Nooney Real Property Investors-Four, L.P. (a limited partnership) as of November 30, 1998, and the related statements of loss in liquidation, changes in net liabilities in liquidation and cash flows in liquidation for the year then ended. In addition, we have audited the accompanying statements of operations (going-concern basis), partners' deficit (going-concern basis) and cash flows (going-concern basis) of Nooney Real Property Investors-Four, L.P. for the year ended November 30, 1997. Our audits also included the financial statement schedules for 1998 and 1997 listed in the index at Item 14(a)2. These financial statements and financial statement schedules are the responsibility of the Partnership's general partners. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Partnership's general partners, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 1 to the financial statements, the partners of Nooney Real Property Investors-Four, L.P. approved a plan of liquidation on January 21, 1999. As a result, the Partnership has changed its basis of accounting from the going-concern basis to the liquidation basis. In our opinion, such financial statements present fairly, in all material respects, the net liabilities in liquidation of Nooney Real Property Investors-Four, L.P., a partnership as of November 30, 1998, and the related statements of loss in liquidation, changes in net liabilities in liquidation and cash flows in liquidation for the year then ended and the statements of operations (going-concern basis), partnership deficit (going-concern basis) and cash flows (going-concern basis) for the year ended November 30, 1997, in conformity with generally accepted accounting principles. Also, in our opinion, such 1998 and 1997 financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. /s/ DELOITTE & TOUCHE LLP St. Louis, Missouri January 22, 1999 2 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Balance Sheets as of November 30, 1999 and Statements of Net Liabilities in Liquidation as of November 30, 1998
Assets 1999 1998 ---------- ---------- Investment property (note 2): Land $ 1,013,858 ---- Buildings and improvements 15,225,310 ---- ---------- ---------- 16,239,168 ---- Less accumulated depreciation 8,655,278 ---- 7,583,890 ---- Investment property held for sale 3,400,000 17,585,000 ---------- ---------- Total investment property 10,983,890 17,585,000 Cash 21,021 227,373 Accounts receivable, less allowance for doubtful accounts 188,579 106,023 Prepaid expenses 19,100 ---- Deferred expenses, less accumulated amortization 101,673 ---- ---------- ---------- $11,314,263 17,918,396 ========== ========== Liabilities and Partners' Deficit Liabilities: Mortgage notes payable (note 2) $13,825,996 13,500,465 Accounts payable and accrued expenses 465,484 263,459 Refundable tenant deposits 69,327 72,976 Deferred gain on investment property held for sale (note 1) ---- 7,200,029 Reserve for estimated costs during the period of liquidation (note) ---- 10,000 ---------- ---------- Total liabilities 14,360,807 21,046,929 Partners' deficit (3,046,544) ---- ---------- ---------- Total liabilities and partners' deficit $11,314,263 ---- ========== ---------- Net liabilities in liquidation $(3,128,533) ==========
See accompanying notes to financial statements. 3 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Statements of Operations for the years ended November 30, 1999 and 1997 and Loss in Liquidation for the year ended November 30, 1998
1999 1998 1997 ---------- --------- --------- Revenues Rental (note 3) $ 2,817,943 2,793,517 2,873,818 Other 432,130 494,053 532,748 ---------- --------- --------- Total revenues 3,250,073 3,287,570 3,406,566 ---------- --------- --------- Expenses: Depreciation and amortization 611,674 547,161 480,851 Repairs and maintenance, including common area maintenance 499,533 466,870 433,263 Real estate taxes 377,545 445,064 459,618 Interest, net 1,101,890 1,146,496 1,130,602 Professional fees 352,598 203,831 156,971 General and administrative 210,751 232,710 241,728 Utilities 181,553 178,500 197,538 Property management fees -- related parties 101,408 176,292 180,921 Other 316,593 292,345 318,822 --------- --------- --------- Total expenses 3,753,545 3,689,269 3,600,314 --------- --------- --------- Loss before adjustment to liquidation basis (503,472) (401,699) (193,748) Adjustment to liquidation basis (note 1) 585,461 (1,038,889) ---- --------- --------- --------- Net income (loss) $ 81,989 (1,440,588) (193,748) ========= ========= ========= Net income (loss) allocation: General partners $ 1,423 (24,995) (3,357) Limited partners 80,566 (1,415,593) (190,391) --------- --------- --------- 81,989 (1,440,588) (193,748) ========= ========= ========= Limited partners' data: Net income (loss) per unit: Loss before adjustment to liquidation basis $ (36.56) (29.18) (14.07) Adjustments to liquidation basis 42.52 (75.45) ---- --------- --------- --------- Total $ 5.96 (104.63) (14.07) ========= ========= ========= Weighted average limited partnership units outstanding 13,529 13,529 13,529 ========= ========= =========
See accompanying notes to financial statements 4 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Statements of Partners" Deficit for the years ended November 30, 1999 and 1997 and Statements of Changes in Net Liabilities in Liquidation for the year ended November 30, 1998
Limited General partners partners Total -------- -------- ----- Balance at November 30, 1996 $(1,201,711) (292,486) (1,494,197) Net loss (190,391) (3,357) (193,748) ---------- -------- ---------- Balance at November 30, 1997 (1,392,102) (295,843) (1,687,945) Net loss (1,415,593) (24,995) (1,440,588) ---------- -------- ---------- Balance at November 30, 1998 (2,807,695) (320,838) (3,128,533) Net income 80,566 1,423 81,989 ---------- -------- ---------- Balance at November 30, 1999 $(2,727,129) (319,415) (3,046,544) =========== ======== ==========
See accompanying notes to financial statements 5 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Statements of Cash Flows for the years ended November 30, 1999 and 1997 and Statements of Cash Flows in Liquidation for the year ended November 30, 1998
1999 1998 1997 ---- ---- ---- Cash flows from operating activities: Net income (loss) $ 81,989 (1,440,588) (193,748) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Adjustment to liquidation basis (585,461) 1,038,889 --- Depreciation and amortization 611,674 547,161 480,851 Changes in accounts affecting operations: Accounts receivable (82,556) 5,330 88,004 Prepaid expenses 55,832 (47,160) 28,907 Deferred expenses 47,857 (200,387) --- Accounts payable and accrued expenses 202,025 (100,886) 277,394 Refundable tenant deposits (3,649) (7,311) (9,108) -------- ---------- ------- Net cash provided by (used in) operating activities 327,711 (204,952) 672,300 Cash flows from investing activities -- capital expenditures (859,594) (524,657) (898,139) -------- -------- -------- Cash flows from financing activities Principal payments on mortgage notes payable (174,003) (12,871,393) (34,307) Proceeds from mortgage notes payable 499,534 13,500,465 376,216 ------- ---------- ------- Net cash provided by financing activities 325,531 629,072 341,909 ------- ------- ------- Net (decrease) increase in cash (206,352) (100,537) 116,070 Cash, beginning of year 227,373 327,910 211,840 ------- ------- ------- Cash, end of year $ 21,021 227,373 327,910 =========== ======= ======= Supplemental disclosure of cash flow information -- cash paid during the year for interest $ 1,004,663 1,150,263 1,183,922 =========== ========= =========
See accompanying notes to financial statements. 6 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Notes to Financial Statements November 30, 1999 and 1998 (1) Summary of Significant Accounting Policies (a) Description of Business Maxus Real Property Investors-Four, L.P. (formerly known as Nooney Real Property Investors-Four, L.P.) (the Partnership) is a limited partnership organized under the laws of the State of Missouri on February 9, 1982. The Partnership was organized to invest primarily in income-producing real properties such as shopping centers, office buildings and other commercial properties, apartment buildings, warehouses and light industrial properties. The Partnership's portfolio is comprised of an apartment building located in West St. Louis County, Missouri (Woodhollow Apartments) which generated 76% of total revenues for the year ended November 30, 1999, and a retail shopping center (Cobblestone Court) located in Burnsville, Minnesota, a suburb of Minneapolis, which generated the remaining 24% of total revenues for the year ended November 30, 1999. On December 21, 1999, the Partnership's Certificate of Limited Partnership was amended to change the name of the Partnership to Maxus Real Property Investors-Four, L.P. (b) Basis of Accounting On January 21, 1999, a plan to sell the Partnership's Woodhollow Apartments property and Cobblestone Court property was approved by a majority of the limited partners by proxy. The Partnership entered into sales contracts on both properties with American Spectrum Realty, Inc., an affiliate of Nooney Capital Corporation, corporate general partner of the Partnership at that time. As a result of the partners approval to sell the properties and liquidate the Partnership, the Partnership's financial statements as of November 30, 1998, and for the year then ended were prepared on a liquidation basis. Accordingly, assets were valued at estimated net realizable value and liabilities included estimated costs associated with carrying out the plan of liquidation. The Cobblestone sales contract provided for a net sale price of $3,100,000. Accordingly, a loss of $753,428 was recognized in 1998 to reduce the carrying value of the property to its fair value less costs to sell. The Woodhollow sales contract provided for a sale price of $14,600,000. The expected gain of $7,200,029, net of sales costs, was included as a deferred gain at November 30, 1998. Adjustments to convert to the liquidation basis of accounting in 1998 are summarized as follows:
Writedown to net realizable value of Cobblestone $ (753,428) Increase to reflect net realizable value of Woodhollow 7,200,029 Deferral of gain on increase in net realizable value of Woodhollow (7,200,029) Write-off of deferred debt costs and prepaid expenses (275,461) Estimated liabilities associated with the liquidation of the Partnership (10,000) ------- $(1,038,889) ==========
7 (Continued) MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Notes to Financial Statements November 30, 1999 and 1998 In 1999, certain contingencies of the sale contracts were not fulfilled and the sale contracts were rendered null and void. As a result of the cancellation of the planned liquidation and the partners' intent to continue operations of the Woodhollow property, the 1999 financial statements are no longer presented on the liquidation basis of accounting. The cost of liquidation and other accruals made in 1998 when adopting the liquidation basis were reversed in 1999 as follows: Commission payables related to sale of Cobblestone $300,000 Write-off of deferred debt costs and prepaid expenses 275,461 Estimated liabilities associated with liquidation of the Partnership 10,000 ------ $585,461 ======== As discussed in note 7, the Cobblestone property is under contract to be sold in 2000. The financial statements include only those assets, liabilities and results of operations of the partners which relate to the business of the Partnership. The statements do not include any assets, liabilities, revenues or expenses attributable to the partners' individual activities. No provision has been made for federal and state income taxes since these taxes are the personal responsibility of the partners. (c) Ownership and Management Prior to October 31, 1997, Nooney Capital Corp., the corporate general partner, was a 75% owned subsidiary of Nooney Company. Gregory J. Nooney, Jr., one of the individual general partners, was an officer, director and shareholder of Nooney Company. The spouse of John J. Nooney, the other individual general partner, was a shareholder of Nooney Company. Nooney Krombach Company, a wholly owned subsidiary of Nooney Company, managed the Partnership's real estate for a management fee. Property management fees paid to Nooney Krombach Company were $166,624 for the year ended November 30, 1997. Additionally, the Partnership paid Nooney Krombach Company $36,667 in 1997 as reimbursement for management services and indirect expenses in connection with the management of the Partnership. On October 31, 1997, Nooney Company sold its 75% interest in Nooney Capital Corp. to S-P Properties, Inc., which in turn is a wholly owned subsidiary of CGS Real Estate Company, Inc. (CGS). Simultaneously, Gregory J. Nooney, Jr., an individual general partner and PAN, Inc., a corporate general partner, sold their economic interests to S-P Properties, Inc. and resigned as general partners. CGS also purchased the real estate management business of Nooney Krombach Company and formed Nooney, Inc. to perform the management of the Partnership. Property management fees paid to Nooney, Inc. were $89,627, $176,292, and $14,297 for the years ended November 30, 1999, 1998, and 1997, respectively. Additionally, the Partnership paid Nooney, Inc. $0, $40,000, and $3,333 in 1999, 1998, and 1997, respectively, as reimbursement for management services and indirect expenses in connection with the management of the Partnership. 8 (Continued) MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Notes to Financial Statements November 30, 1999 and 1998 On June 25, 1999, a complaint was filed by Bond Purchase, L.L.C. (Bond Purchase) against the Partnership and its general partner, Nooney Capital Corp. The complaint alleged that the defendants arranged for the sale of Partnership assets at a price which was less than another entity affiliated with the plaintiff was willing to pay. The complaint further alleged that Nooney Capital Corp., as a general partner of the Partnership, filed a proxy statement relating to the sale of Partnership assets which omitted certain unspecified material facts and which otherwise failed to provide completed information to the limited partners. In addition, the complaint alleged that the defendants refused to allow the plaintiff access to the books and records of the Partnership. The complaint sought injunctive relief against the proposed sale of the Partnership assets, damages for alleged violations of the Securities Exchange Act, damages for alleged breaches of fiduciary duty, appointment of a receiver for the Partnership, and an accounting. The Partnership and the general partner moved to dismiss the complaint on various grounds, including the fact that the sale transaction did not take place. Plaintiff has dismissed its federal securities law claim and claim for injunction against the sale. On November 9, 1999, S-P Properties, Inc. sold all outstanding stock of Nooney Capital Corp. to Bond Purchase, L.L.C. for $177,000. In connection with the sale, Nooney Capital Corp. changed its name to Maxus Capital Corp., Nooney, Inc. terminated its management agreement with the Partnership, and the Partnership entered into a property management agreement with Maxus Properties, Inc., an affiliate of Bond Purchase. Property management fees payable to Maxus Properties, Inc. were $11,781 for 1999. The sale was part of a larger agreement entered into by CGS and its affiliates with Bond Purchase and certain affiliates, pursuant to which Bond Purchase and CGS agreed (i) to stipulate to the dismissal of certain lawsuits among the parties (including the complaint filed by Bond Purchase against the Partnership, (ii) to settle certain disputes between CGS and Bond Purchase, and (iii) to transfer stock and/or Partnership units in various private and publicly traded entities controlled at that time by CGS. (d) Partnership Interests Pursuant to the terms of the Partnership Agreement, net income (loss) and cash distributions are allocated l% to the general partners and the remainder pro rata to the general and limited partners based upon the relationship of their original capital contributions. Limited partnership per unit computations are based on the weighted average number of limited partnership units outstanding during the year. 9 (Continued) MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Notes to Financial Statements November 30, 1999 and 1998 (e) Investment Property Investment property is carried at cost less accumulated depreciation. Investment property held for sale is carried at the lower of cost or fair value less cost to sell. The Partnership applies Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, for the recognition and measurement of impairment of long-lived assets to be held and used and assets to be disposed of. Management reviews each property for impairment whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. The review of recoverability is based on an estimate of undiscounted future cash flows expected to result from its use and eventual disposition. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value of the property exceeds its estimated fair value. The properties are depreciated over their estimated useful lives of thirty years using the straight-line method. Tenant alterations are depreciated over the term of the lease on a straight-line basis. Depreciation is not recorded on investment property held for sale. (f) Deferred Expenses Deferred expenses consist of financing costs and are amortized over the terms of the respective notes payable. (g) Revenues Lease agreements are accounted for as operating leases and rentals from such leases are reported as revenues ratably over the terms of the leases. Included in other revenues are amounts received from tenants under provisions of lease agreements which require the tenants to pay additional rent equal to specified portions of certain expenses such as real estate taxes, insurance, utilities and common area maintenance. The income is recorded in the same period that the related expense is incurred. (h) Use of Estimates Management of the Partnership has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. 10 (Continued) MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Notes to Financial Statements November 30, 1999 and 1998 (2) Mortgage Notes Payable Mortgage notes payable as of November 30, 1999 and 1998 consist of the following:
1999 1998 ---- ---- Cobblestone Court Shopping Center mortgage note payable in monthly principal payments of $4,697, plus interest payments at LIBOR plus 2.75% (8.34% at November 30, 1999), with final payment of $4,494,261 due November 30, 2001, secured by real property with a carrying value of $3,400,000 $ 4,555,328 4,607,000 Woodhollow Apartments mortgage note payable in monthly principal payments of $11,121, plus interest payments at LIBOR plus 2.75% (8.34% at November 30, 1999), with final payment of $9,126,094 due November 30, 2001, secured by real property with depreciated cost of $7,583,890 9,270,668 8,893,465 --------- ---------- $13,825,996 13,500,465 =========== ==========
The mortgage notes are collateralized by deeds of trust and assignments of rents on all investment properties. The aggregate annual maturities of mortgage notes payable subsequent to November 30, 1999 are as follows: 2000, $205,641 and 2001, $13,620,355. (3) Rental Revenues Under Operating Leases Minimum future rental revenues under noncancelable operating leases on properties other than apartment units in effect as of November 30, 1999 are as follows: 2000 $327,742 2001 110,140 2002 67,857 2003 69,638 2004 59,746 Thereafter 186,865 ------- Total $ 821,988 =========== In addition, certain lease agreements require tenant participation in certain operating expenses and additional contingent rentals based upon percentages of tenant sales in excess of minimum amounts. Tenant participation in expenses included in revenues approximated $266,000, $368,000, and $387,000 for the years ended November 30, 1999, 1998, and 1997, respectively. Contingent rentals were not significant for the years ended November 30, 1999, 1998, and 1997. 11 (Continued) MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Notes to Financial Statements November 30, 1999 and 1998 (4) Federal Income Tax Status The general partners believe, based upon opinion of legal counsel, that Maxus Real Property Investors-Four, L.P. is considered a partnership for income tax purposes. Selling commissions and offering expenses incurred in connection with the sale of limited partnership units are not deductible for income tax purposes and therefore increase the partners' basis. Investment properties are depreciated for income tax purposes using rates which differ from rates used for computing depreciation for financial statement reporting. Rents received in advance are includable in taxable income in the year received. Rent concessions, recognized ratably over lease terms for financial statement purposes, are includable in taxable income in the year rents are received. Insurance premiums are deductible for tax purposes in the year paid. Gains and losses in connection with the write-up and write-down of investment property are not recognized for income tax purposes until the property is disposed of. The comparison of financial statement and income tax reporting is as follows: Financial Income statement tax ----------- ----------- 1999: Net income $ 81,989 (49,413) Partners' deficit (3,046,544) (6,677,324) ========== ========== 1998: Net loss $ 1,440,588 (124,725) Net liabilities in liquidation (3,128,533) ---- Partners' deficit ---- (6,627,911) ========== ========== 1997: Net loss $ (193,748) (307,511) Partners' deficit (1,687,945) (6,503,186) ========== ========== (5) Fair Value of Financial Instruments SFAS No. 107, Disclosures About Fair Value of Financial Instruments, requires the Partnership to disclose fair value information of all financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. The Partnership's financial instruments, other than debt, are generally short-term in nature and contain minimal credit risk. These instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, and refundable security deposits. The carrying value of these assets and liabilities in the balance sheet are assumed to be at fair value. The Partnership's mortgage notes payable are at a variable rate, which results in a carrying value that approximates its fair value. 12 (Continued) MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Notes to Financial Statements November 30, 1999 and 1998 (6) Segment Reporting During 1999, the Partnership adopted SFAS No. 131, Disclosure About Segments of an Enterprise and Related Information, which establishes standards for the way that public business enterprises report information about operating segments in financial statements, as well as related disclosures about products and services, geographic areas, and major customers. The accounting policies of the segments are the same as those described in note 1. The Partnership has two reportable operating segments--Cobblestone Court and Woodhollow Apartments. The Partnership's management evaluates performance of each segment based on profit or loss from operations before allocation of general and administrative expenses, unusual and extraordinary items, and interest.
1999 1998 1997 ---- ---- ---- Revenues: Cobblestone Court $ 789,371 911,124 1,036,061 Woodhollow Apartments 2,452,272 2,372,154 2,371,681 Reconciling items -- corporate and other 8,430 4,292 (1,176) ---------- --------- --------- $3,250,073 3,287,570 3,406,566 ========== ========= ========= Depreciation and amortization: Cobblestone Court $ 17,522 1,240 3,265 Woodhollow Apartments 593,990 545,677 477,342 Reconciling items -- corporate 162 244 244 and other ---------- --------- ------ $ 611,674 547,161 480,851 ========== ========= ======= Loss before adjustment to liquidation basis: Cobblestone Court $ (223,819) (215,858) (119,986) Woodhollow Apartments (264,919) (192,197) (70,344) Reconciling items -- corporate and other (14,734) 6,356 (3,418) ---------- --------- -------- $ (503,472) (401,699) (193,748) ========== ========= ========
13 (Continued) MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Notes to Financial Statements November 30, 1999 and 1998
1999 1998 1997 ---- ---- ---- Interest expense, net: Cobblestone Court $ 368,451 378,137 361,584 Woodhollow Apartments 733,495 772,126 774,644 Reconciling items -- interest income (56) (3,767) (5,626) ----------- --------- --------- $ 1,101,890 1,146,496 1,130,602 ========== ========= ========= Capital expenditures Cobblestone Court $ ---- ---- 376,218 Woodhollow Apartments 859,594 524,657 521,921 ---------- --------- --------- $ 859,594 524,657 898,139 ========== ========= ========= Assets: Cobblestone Court $3,511,619 3,257,061 Woodhollow Apartments 7,789,732 14,520,859 Reconciling items -- corporate and other 12,912 140,476 ---------- --------- $11,314,263 17,918,396 =========== ==========
Two major tenants occupied 35%, 35%, and 34% of Cobblestone's rentable square footage in 1999, 1998, and 1997, respectively. These tenants' leases expire in 2000 and 2001. (7) Subsequent Event On January 28, 2000, a sales agreement was signed on the Cobblestone property that provides for a sale price of $5,100,000. The sale is subject to a due diligence period and, if completed, is expected to close by the end of the second quarter of 2000. 14 (Continued) MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Notes to Financial Statements November 30, 1999 and 1998 (8) Supplementary Quarterly Data (Unaudited)
1999 ----------------------------------------------------- February 28 May 31 August 31 November 30 ----------- ------ --------- ----------- Total revenues $ 814,662 845,093 802,586 787,732 Adjustment to liquidation basis ---- 585,461 ---- ---- Net income (loss) 103,744 566,801 (486,947) (101,609) Net income (loss) per limited partnership unit 7.54 41.17 (35.37) (7.38) ======= ======= ======= ======= 1998 ----------------------------------------------------- February 28 May 31 August 31 November 30 ----------- ------ --------- ----------- Total revenues $ 848,737 829,782 842,513 766,538 Adjustment to liquidation basis ---- ---- ---- (1,038,889) Net income (loss) 2,371 (73,607) (63,815) (1,305,537) Net income (loss) per limited partnership unit 0.17 (5.35) (4.64) (94.81) ======= ======= ======= =========
15 Schedule 1 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Reconciliation of Partners' Equity (Deficit) Years ended November 30, 1999, 1998 and 1997
Limited General partners partners Total ------------ --------- ----------- 1999: Balance per statement of partners' deficit $(2,727,129) (319,415) (3,046,544) Add: Selling commissions and other offering costs not deductible for income tax purposes 1,732,908 --- 1,732,908 Bad debt expense not deductible for income tax purposes 30,837 545 31,382 Prepaid rents included in income for income tax purposes 69,214 1,222 70,436 Writedown of investment property not recognized for income tax purposes 1,491,100 26,328 1,517,428 --------- ------ --------- 596,930 (291,320) 305,610 Less Excess depreciation deducted for income tax purposes 6,779,531 190,491 6,970,022 Rent concessions not recognized for income tax purposes 12,688 224 12,912 --------- -------- --------- Partners' deficit per tax return $(6,195,289) (482,035) (6,677,324) =========== ======== ========= 1998: Balance per statement of partners" deficit $(2,807,695) (320,838) (3,128,533) Add: Selling commissions and other offering costs not deductible for income tax purposes 1,732,907 --- 1,732,907 Adjustment to liquidation basis not deducted for income tax purposes 280,487 4,974 285,461 Prepaid rents included in income for income tax purposes 9,898 175 10,073 Writedown of investment property not recognized for income tax purposes 1,785,931 31,497 1,817,428 --------- -------- --------- 1,001,528 (284,192) 717,336 Less Excess depreciation deducted for income tax purposes 7,103,298 196,010 7,299,308 Rent concessions not recognized for income tax purposes 4,406 77 4,483 Insurance premiums deducted for income tax purposes 40,738 718 41,456 --------- -------- --------- Partners' deficit per tax return $(6,146,914) (480,997) (6,627,911) =========== ======== ========= 1997: Balance per statement of partners' deficit $(1,392,102) (295,843) (1,687,945) Add: Selling commissions and other offering costs not deductible for income tax purposes 1,732,907 --- 1,732,907 Prepaid rents included in income for income tax purposes 3,985 70 4,055 Writedown of investment property not recognized for income tax purposes 1,045,565 18,435 1,064,000 --------- -------- --------- 1,390,355 (277,338) 1,113,017 Less Excess depreciation deducted for income tax purposes 7,395,960 201,166 7,597,126 Rent concessions not recognized for income tax purposes 190 2 192 Insurance premiums deducted for income tax purposes 18,558 327 18,885 --------- -------- --------- Partners' deficit per tax return $(6,024,353) (478,833) (6,503,186) =========== ======== ========= See accompanying independent auditors' reports.
16 Schedule 2 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Real Estate and Accumulated Depreciation November 30, 1999
Column C ----------------------------------------------------- Column D Initial cost to Partnership --------------- ----------------------------------------------------- Costs Column B Buildings and capitalized -------------- subsequent to Column A Encumbrances Land Improvements Total acquisition - --------------------------------- -------------- --------- ------------ ---------- ------------- Cobblestone Court Shopping Center Burnsvile, Minnesota $ 4,555,328 1,205,378 4,676,940 5,882,318 199,828(1) Woodhollow Apartments, Maryland Heights, Missouri 9,270,668 1,013,858 11,651,289 12,665,147 4,149,020 --------- --------- --------- ---------- --------- Total $ 13,825,996 2,219,236 16,328,229 18,547,465 4,348,848 ============= ========= ========== ========== =========
Column I Column E --------------- ---------------------------------- Life on which Gross amount at which Column F Column G Column H depreciation in carried at close of period ------------ ------------ -------- latest income Buildings and Accumulated Date of Date statement is Land Improvements Total depreciation construction acquired computed ---- ------------ ----- ------------ ------------ -------- -------- Cobblestone Court Shopping Center Burnsvile, Minnesota 1,205,378 4,876,768 6,082,146(2) 2,682,146(2) 1980 02/16/82 30 years Woodhollow Apartments, Maryland Heights, Missouri 1,013,858 15,225,310 16,239,168 8,655,278 1971-1972 07/28/82 30 years --------- ---------- ---------- --------- Total 2,219,236 20,102,078 22,321,314 11,337,424 ========= ========== ========== ==========
(1) Amount is net of $942,428 in writedowns to reflect the minimum recoverable value to the Partnership. (2) Amount is shown net in the financial statements as investment property held for sale. 17 (Continued) MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. Real Estate and Accumulated Depreciation, Continued Years ended November 30, 1999, 1998, and 1997
1999 1998 1997 ------------ ---------- ---------- Reconciliation of amounts in Column E: Balance at beginning of period $ 28,361,748 21,395,024 20,556,298 Add cost of improvements 859,594 524,657 898,139 Less adjustment of net realizable value (6,900,028) 6,446,601 --- Less cost of disposals --- (4,534) (59,413) ---------- ---------- ---------- Balance at end of year $ 22,321,314 28,361,748 21,395,024 ============ ========== ========== Reconciliation of amounts in Column F: Balance at beginning of period $ 10,776,748 10,284,783 9,878,090 Add depreciation expense 560,676 496,499 466,106 Less accumulated depreciation on disposals --- (4,534) (59,413) ---------- ---------- ---------- Balance at end of year $ 11,337,424 10,776,748 10,284,783 ============ ========== ========== The aggregate cost of real estate owned for federal income tax purposes $ 23,838,742 22,979,147 22,459,024 ============ ========== ==========
See accompanying independent auditors' reports. 18 -----END PRIVACY-ENHANCED MESSAGE-----