EXHIBIT NO.99.12
First Amendment to LOAN AGREEMENT
BRE/CITY CENTER L.L.C.
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is dated for
reference purposes only as of June 27, 2002, by and between BRE/City Center
L.L.C., a Delaware limited liability company, ("Borrower") which has its
principal place of business at c/o Prime Group Realty Trust, 00 Xxxx Xxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx XX 00000 and CORUS BANK, N.A., a national banking
association, whose address is 0000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000,
Attention: Xxxx X. Xxxxxxxxx, First Vice President ("Lender").
RECITALS:
A. Lender and Borrower have entered into that certain Loan Agreement dated
as of April 25, 2001 (the "Existing Loan Agreement"). Any capitalized term not
defined herein shall have the meaning set forth in the Existing Loan Agreement,
which definitions are incorporated herein by reference, as if fully set forth
herein.
B. Borrow and Lender desire to amend the Existing Loan Agreement to: (i)
require Borrower to make deposits in a cash collateral account, and (ii) amend
certain financial covenants in the Guaranty Agreement executed by PGR and PGR
shall ratify its Guaranty Agreement.
Now therefore, in consideration of the foregoing Recitals, each of which is
a part hereof, the parties do hereby agree as follows.
1. Recital Representations. Borrower hereby represents and warrants to
Lender that the foregoing Recitals are (a) true and accurate, and (b) an
integral part of this Amendment. Borrower and Lender hereby agree that all of
the Recitals of this Amendment are hereby incorporated into this Amendment and
made a part hereof.
2. Amendments to the Existing Loan Agreement. The Existing Loan Agreement
is hereby amended by adding the following as Section 4.3(f):
(f) Cash Collateral Payments. Commencing on July 1, 2002
and on the first day of each month during the term hereof through
and including January 1, 2004, Borrower shall deposit with Lender
into an interest bearing account (the "Cash Collateral Pledged
Account") an amount equal to $50,000 per month. To secure payment
and performance of all Secured Obligations, Borrower hereby
grants to Lender a security interest in the Cash Collateral
Pledged Account. Upon the occurrence and continuance of an Event
of Default and regardless of the sufficiency of any other
Collateral, Lender shall have the right to apply the funds held
in the Cash Collateral Pledged Account to any Secured Obligation,
in such order of priority as Lender shall elect, in its sole and
absolute discretion. Borrower shall have the right to apply all
or any portion of the funds held in the Cash Collateral Pledged
Account to the principal portion of the Secured Obligations,
without payment of prepayment premium payable in accordance with
Section 4.6 of this Agreement or the provisions of any other Loan
Documents on the following conditions: (i) no Event of Default or
Unmatured Default has occurred and is continuing at the time of
the payment, including any default in the payment of Costs or
other amounts due from Borrower to Lender; (ii) Borrower shall
notify Lender in writing of the amount to be applied to the
principal portion of the Secured Obligations not less than three
(3) Business Days prior to the date the funds are to be applied;
(iii) the application of such funds shall not reduce any other
amount of principal and interest due and payable by Borrower to
Lender pursuant to Section 4.3(a); and (iv) Borrower shall direct
Lender to apply such funds to the principal portion of the
Secured Obligations no more often than once each month.
3. Ratification of Guaranty Agreement. Concurrently herewith Borrower shall
cause Guarantor to enter into that certain Ratification and Amendment of
Guaranty Agreement dated even date herewith (the "Ratification").
4. Ratification of Existing Loan Documents. From and after the date hereof,
the Existing Loan Agreement and the other Loan Documents shall be deemed to be
amended and modified as provided herein, but, except as so amended and modified
and as modified by the Ratification, the Loan Agreement and the other Loan
Documents shall continue in full force and effect and the Loan Agreement and the
other Loan Documents and the applicable provisions of this Amendment shall be
read, taken and construed as one and the same instrument. On and after the date
hereof, the term "the Loan Agreement" used in the Loan Agreement and all other
Loan Documents shall mean the Existing Loan Agreement, as amended hereby.
5. Waiver of Claims. Borrower hereby acknowledges, agrees and affirms that
it possesses no claims, defenses, offsets, recoupment or counterclaims of any
kind or nature against or with respect to the enforcement of the Loan Agreement
or any other Loan Document or any amendments thereto (collectively, the
"Claims"), nor does Borrower now have knowledge of any facts that would or might
give rise to any Claims. If facts now exist which would or could give rise to
any Claim against or with respect to the enforcement of the Loan Agreement, or
any other Loan Document, as amended by the amendments thereto, Borrower hereby
unconditionally, irrevocably and unequivocally waives and fully releases any and
all such Claims as if such Claims were the subject of a lawsuit, adjudicated to
final judgment from which no appeal could be taken and therein dismissed with
prejudice.
6. Ratification of Provisions. The provisions of Section 12.8, 12.9, 12.12,
12.15, 12.18 and 12.19 are hereby incorporated herein by reference, as if fully
set forth herein.
The remainder of this page has been left intentionally blank.
IN WITNESS WHEREOF, the undersigned have executed and delivered this First
Amendment to Loan Agreement, effective as of June 27, 2002.
BRE/City Center, L.L.C.,
a Delaware limited liability company,
By: Prime Group Realty, L.P., a Delaware limited
partnership, its sole member
By: Prime Group Realty Trust, a Maryland
real estate investment trust, its managing
general partner
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, Co-President
CORUS Bank, N.A.
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By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx, First Vice President
