FIRST AMENDMENT TO LOAN DOCUMENTS, CONSENT AND LIMITED RELEASE
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
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Lender's security interest in the Released Shares and all proceeds of,
and substitutions for, the Released Shares;
a) 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;
a) 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;
a) 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
a) 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
a) 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
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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.
[Balance of page intentionally left blank; signature page follows.]
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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
----------------------------
Name: XXXXXX X. XXXXXX
--------------------------
Title: VICE PRESIDENT
-------------------------
LASALLE NATIONAL BANK
By: /s/ XXXX X. XXXX
---------------------------------
Name: XXXX X. XXXX
-------------------------------
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
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SCHEDULE I
DESCRIPTION OF PLEDGED COLLATERAL
A. PLEDGED SHARES
Issuer Certificate No. Shares
------ -------------- ------
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
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, as evidenced by certificates ___________
