EXHIBIT XII
FIRST AMENDMENT TO LOAN DOCUMENTS, CONSENT AND LIMITED RELEASE
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THIS FIRST AMENDMENT TO LOAN DOCUMENTS, CONSENT AND LIMITED RELEASE
(this "Amendment") is dated as of January 29, 1999 and is by and between Prime
Group VI, L.P., an Illinois limited partnership (the "Borrower"), and LaSalle
National Bank (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender entered into that certain Loan
Agreement, dated as of December 18, 1998 (as amended, restated, modified or
supplemented and in effect from time to time, the "Loan Agreement"), pursuant to
which the Lender extended certain credit facilities to Borrower (all such
extensions of credit collectively referred to herein as the "Loans"), upon the
terms and subject to the conditions set forth therein (capitalized terms used
herein without definition shall have the meanings ascribed to such terms in the
Loan Agreement); and
WHEREAS, as security for the Loans, Borrower executed and delivered
that certain Pledge Agreement to the Lender, dated as of December 18, 1998 (as
amended, restated, modified or supplemented and in effect from time to time, the
"Pledge Agreement"); and
WHEREAS, Borrower has requested that the Lender release the AIMCO
Shares pledged as Collateral under the Pledge Agreement and consent to Borrower
(i) selling the pledged AIMCO Shares and (ii) using the proceeds of the AIMCO
Sale to purchase 256,572 Prime Group Realty Partnership Units (the "Additional
Partnership Units") to be pledged to Lender in substitution for the pledged
AIMCO Shares; and
WHEREAS, the Lender is willing to release the pledged AIMCO Shares and
consent to their sale, subject to Borrower (i) consummating the sale of the
AIMCO Shares, (ii) purchasing the Additional Partnership Units, (iii) pledging
the Additional Partnership Units, (iv) delivering unit certificates evidencing
the Additional Partnership Units to Lender as Collateral for the Loans, and (v)
amending Lender's existing Uniform Commercial Code financing statements covering
the Collateral, on the terms and conditions contained herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and Lender hereby
agree as follows:
1. The Lender hereby agrees to release its lien on the AIMCO Shares
pledged to the Lender pursuant to the Pledge Agreement as Collateral for the
Loans, and hereby consents to the sale of the AIMCO Shares, subject to the
following conditions:
a) the Borrower shall sell the released AIMCO Shares (the
"Released Shares") through an investment account with ABN AMRO
Incorporated (the "ABN AMRO Account") for which the Borrower, the
Lender and ABN AMRO Incorporated have entered into a restricted
account agreement to evidence and
perfect the Lender's security interest in the Released Shares and
all proceeds of, and substitutions for, the Released Shares;
b) all proceeds from the sale of the Released Shares shall be
held in the ABN AMRO Account until the Borrower consummates the
purchase of the Additional Partnership Units;
c) the Borrower shall direct the seller of the Additional
Partnership Units to deliver the certificates evidencing the
Additional Partnership Units to the ABN AMRO Account immediately
upon consummation of the purchase of the Additional Partnership
Units;
d) the Borrower shall direct ABN AMRO Incorporated to deliver
the certificates evidencing the Additional Partnership Units to
the Lender upon ABN AMRO Incorporated's receipt of the Additional
Partnership Units; and
e) concurrently with the execution of this Amendment, the
Borrower shall deliver to Lender an assignment separate from
certificate executed in blank with respect to each certificate
evidencing the Additional Partnership Units.
2. The Loan Agreement is hereby amended by deleting Paragraph 5.15 and by
deleting all reference elsewhere in the Loan Agreement to "Apartment Investment
and Management Company," "AIMCO," and "AIMCO Shares."
3. The Pledge Agreement is hereby amended as follows:
a) by deleting all reference to "Apartment Investment and
Management Company," "AIMCO," and "AIMCO Stock"; and
b) by deleting Schedule 1 thereto in its entirety and, upon
purchase of the Additional Partnership Units, replacing it with a
new "Schedule 1" substantially in the form attached hereto.
4. The Prime Group, Inc., an Illinois corporation, hereby ratifies its
obligations under that certain Continuing Unconditional Guaranty, dated December
18, 1998, given by The Prime Group, Inc. in favor of the Lender.
5. The Borrower hereby represents and warrants that its execution,
delivery and performance of this Amendment, the Pledge Agreement and the Loan
Agreement (both as amended hereby) are within its partnership powers and have
been duly authorized by all requisite partnership action on its part and that
this Amendment has been duly executed by Borrower and this Amendment, the Pledge
Agreement and the Loan Agreement (both as amended hereby) constitute valid and
binding obligations of the Borrower, enforceable in accordance with their
respective terms, except as such enforceability may be limited by applicable
bankruptcy,
insolvency, moratorium, reorganization and other similar laws affecting
creditors' rights generally and by general principles of equity.
6. The parties hereto hereby agree and acknowledge that nothing
contained in this Amendment in any manner or respect limits or terminates any of
the provisions of the Pledge Agreement or the Loan Agreement other than as
expressly set forth herein and further agree and acknowledge that the Pledge
Agreement and the Loan Agreement both remain and continue in full force and
effect.
7. This Amendment may be executed in one or more counterparts, each of
which, when executed and delivered, shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
document with the same force and effect as if the signatures of all of the
parties were on a single counterpart.
8. This Amendment, taken with the Pledge Agreement and the Loan
Agreement, embodies the entire agreement and understanding with respect to the
subject matter hereof and supersedes all prior agreements and understandings
relating to the subject matter hereof. Any reference to the Pledge Agreement or
the Loan Agreement (howsoever each may be called) contained in any notice,
request, certificate or other document shall be deemed to refer to the Pledge
Agreement and the Loan Agreement, respectively, as amended by this Amendment
unless the context shall otherwise expressly specify.
9. This Amendment shall be governed by and construed in accordance with
the laws of the State of Illinois.
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Loan Documents, Consent and Limited Release as of the date first
written above.
PRIME GROUP VI, L.P.
By: PGLP, Inc., an Illinois
corporation, as managing general
partner
By:/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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LASALLE NATIONAL BANK
By:/s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
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Title: First Vice President
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Agreed to and Accepted as of the
29th day of January, 1999:
THE PRIME GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
SCHEDULE I
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Description of Pledged Collateral
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A. PLEDGED SHARES
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Issuer Certificate No. Shares
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Brookdale Living Communities, Inc. C0008 137,000
C0009 137,000
C0010 137,000
C0011 137,000
C0012 137,000
C0013 137,000
C0014 137,000
C0015 137,000
C0016 137,000
C0017 137,000
C0035 300,000
C0043 673,327
C0046 1,233,606
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3,576,933
B. PLEDGED UNITS
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104,632 aggregate units of limited partnership interests in Prime Retail,
L.P., a Delaware limited partnership, as evidenced by certificates #0027 for
43,000 units and #0028 for 61,632 units.
304,097 units of limited partnership interests in Prime Group Realty, L.P.,
a Delaware limited partnership.
