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EXHIBIT 4(d)
December 27, 1996
New Valley Corporation
000 X.X. Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Re: Loan to New Valley Corporation
Gentlemen and Ladies:
Reference is hereby made to that certain Loan and Security Agreement (the
"Loan Agreement"), dated as of January 11, 1996, by and between AP Century III,
L.P., AP Century IV, L.P., AP Century V, L.P., AP Century VI, L.P. and AP
Century VIII, L.P., as lenders (collectively, "Lenders") and New Valley
Corporation, as borrower ("New Valley"). Except as provided herein, all terms
used herein which are defined in the Loan Agreement shall have the meanings
given therein.
1. The Loan Agreement is hereby amended effective as of the date hereof
as follows:
(a) The last two sentences of Section 2.3 are deleted in their
entirety.
(b) Section 2.6.1 is deleted in its entirety and the following is
inserted:
"2.6.1 Order of Application. So long as no Event of Default shall
have occurred and be continuing, all such income in the
Collections Accounts from time to time shall be applied only in
the following order of priority (subject in each case to the
Payment Priority Exceptions and the Principal Repayment
Allocations): first, to reimburse the "Lockbox Bank" (as such
term is defined in the Lockbox Agreement) for reasonable costs
and expenses incurred in administering the Lockbox Agreement, and
the Lockbox Bank's fees for such services, second, to fund
monthly escrows, if any, for ad valorem real estate taxes and
assessments or to pay any real estate taxes and assessments that
may then be due (but not, however, to the extent escrow funds are
available for such payments), third to pay in full as and when
due and payable, all
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New Valley Corporation
December 27, 1996
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Operating Expenses (other than the items referenced above in the
second priority payment), subject to, and in accordance with, the
terms and conditions of this Agreement, and including any
reserves agreed upon by Borrower and Lenders, fourth, to pay in
full, as and when due and payable, all interest and other amounts
(other than principal payments) payable under the Notes, and any
and all arrearages thereof, fifth, to pay in full, as and when
due and payable, all Permitted Capital Improvements Expenses and
any and all arrearages, sixth, an amount to be paid to Borrower
equal to "Borrower's Return on Equity" (as defined in the Lockbox
Agreement), seventh, to pay down the principal amounts of the
Notes in proportion to their then relative principal balances."
(c) Section 3.1.7 is deleted in its entirety and the following is
inserted:
"3.1.7 Lockbox. A lockbox agreement entered into with respect to
the Mortgaged Properties (as the same may be replaced from time
to time) in the form set forth in Exhibit "F" with such changes
as are reasonably required by the Lockbox Bank and as may be
agreed upon by Lenders and Borrower."
(d) Upon the satisfaction of the GECC First Mortgages and the GECC
Second Mortgages (i) GECC shall no longer have any consent or
approval rights in connection with the Loan, and all such consent
or approval rights contained in the Loan Agreement are deleted
and (ii) GECC shall no longer have the right to receive, and no
party to the Loan Agreement shall have the obligation to provide
to GECC, any notices or other communications delivered in
connection with the Loan.
2. By executing this Agreement, New Valley acknowledges and agrees that if
any or all of the GECC First Mortgages and/or the GECC Second Mortgages are
satisfied, then, upon such satisfaction (i) the principal amount of any of the
Senior Mortgages shall not decrease as a result of such satisfaction, and (ii)
all of the wrap provisions set forth in the Senior Mortgages and the Loan
Agreement shall be of no force and effect with respect to those First Mortgages
that are satisfied.
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New Valley Corporation
December 27, 1996
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3. Except as described herein, the Notes, the Loan Agreement and any of the
other Financing Documents have not been modified or amended in any way and
remain valid, binding and enforceable in accordance with their terms.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
the date first set forth above.
LENDERS
AP CENTURY III, L.P.,
a Delaware limited partnership
By: AP-GP Century III, L.P.,
a Delaware limited partnership
By: AP CENTURY III OPERATING
CORPORATION, a Delaware corporation
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Vice President
AP CENTURY IV, L.P.,
a Delaware limited partnership
By: AP-GP Century IV, L.P.,
a Delaware limited partnership
By: AP CENTURY IV OPERATING
CORPORATION, a Delaware corporation
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Vice President
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New Valley Corporation
December 27, 1996
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AP CENTURY V, L.P.,
a Delaware limited partnership
By: AP-GP Century V, L.P.,
a Delaware limited partnership
By: AP CENTURY V OPERATING
CORPORATION, a Delaware corporation
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Vice President
AP CENTURY VI, L.P.,
a Delaware limited partnership
By: AP-GP Century VI, L.P.,
a Delaware limited partnership
By: AP CENTURY VI OPERATING
CORPORATION, a Delaware corporation
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Vice President
AP CENTURY VIII, L.P.,
a Delaware limited partnership
By: AP-GP Century VIII, L.P.,
a Delaware limited partnership
By: AP CENTURY VIII OPERATING
CORPORATION, a Delaware corporation
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Vice President
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New Valley Corporation
December 27, 1996
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BORROWER
NEW VALLEY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
