-----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, R9jtKRByUZvfkyypGXlCHFczzr+F/881X4QUdsK+2ELgXim/tFc2Oohyg/TT1K8r lzRtZkPOxgp1/1EZI/i/wA== 0000950134-02-015701.txt : 20021217 0000950134-02-015701.hdr.sgml : 20021217 20021217160114 ACCESSION NUMBER: 0000950134-02-015701 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20021217 GROUP MEMBERS: AIMCO-GP INC GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT CO FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2000 SOUTH COLORADO BLVD. STREET 2: SUITE 2-1000 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS XIV CENTRAL INDEX KEY: 0000759859 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953959771 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56411 FILM NUMBER: 02860302 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 SC 13D/A 1 d02036a8sc13dza.txt AMENDMENT NO. 8 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 8) ANGELES PARTNERS XIV - -------------------------------------------------------------------------------- (Name of Issuer) LIMITED PARTNERSHIP UNITS - -------------------------------------------------------------------------------- (Title of Class of Securities) NONE - -------------------------------------------------------------------------------- (CUSIP Number) MR. PATRICK J. FOYE EXECUTIVE VICE PRESIDENT APARTMENT INVESTMENT AND MANAGEMENT COMPANY COLORADO CENTER, TOWER TWO 2000 SOUTH COLORADO BOULEVARD, SUITE 2-1000 DENVER, COLORADO 80222 TELEPHONE: (303) 757-8081 with a copy to: GREGORY M. CHAIT ROBERT BARKER POWELL, GOLDSTEIN, FRAZER & MURPHY LLP 191 PEACHTREE STREET, N.E., SUITE 1600 ATLANTA, GEORGIA 30303 TELEPHONE: (404) 572-6600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 13, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. (Continued on following pages) (Page 1 of 10 Pages) - ------------------------- ------------------ CUSIP NO. NOT APPLICABLE 13D PAGE 2 OF 10 PAGES - ------------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: AIMCO PROPERTIES, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1275721 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 10,099 UNITS PERSON WITH ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,099 UNITS - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,099 UNITS - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.26% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ------------------------- ------------------ CUSIP NO. NOT APPLICABLE 13D PAGE 3 OF 10 PAGES - ------------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: AIMCO-GP, INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 10,099 UNITS PERSON WITH ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,099 UNITS - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,099 UNITS - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.26% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ------------------------- ------------------ CUSIP NO. NOT APPLICABLE 13D PAGE 4 OF 10 PAGES - ------------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: APARTMENT INVESTMENT AND MANAGEMENT COMPANY I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1259577 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 10,099 UNITS PERSON WITH ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,099 UNITS - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,099 UNITS - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.26% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ------------------------- ------------------ CUSIP NO. NOT APPLICABLE 13D PAGE 5 OF 10 PAGES - ------------------------- ------------------ Item 1. Security and Issuer The name of the issuer is Angeles Partners XIV, a California limited partnership (the "Partnership"), the address of its principal executive offices is 55 Beattie Place, Greenville, South Carolina 29602, and its telephone number is (864) 239-1000. The title of the class of equity securities to which this statement relates are the units of limited partnership interest of the Partnership (the "Units"). This Amendment No. 8 (this "Amendment") amends Items 1, 2, 3, 4, 5 and 7 of the Statement on Schedule 13D filed previously by AIMCO Properties, L.P. or certain of its affiliates. Item 2. Identity and Background (a) - (c), (f): This Amendment is being filed on behalf of each of the following persons (collectively "Reporting Persons"): (1) AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO Properties"), with principal office at Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. Its principal business concerns owning and operating multi-family residential properties. (2) AIMCO-GP, Inc., a Delaware corporation ("AIMCO-GP"), with principal office at Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. Its principal business is to act as the sole general partner of AIMCO Properties and AIMCO. (3) Apartment Investment and Management Company, a Maryland corporation ("AIMCO"), with principal office at Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. Its principal business involves owning and managing multi-family residential properties. (d) - (e): During the past five years, no Reporting Person nor, to the best knowledge of the Reporting Persons, any other Officer, Director, or General Partner thereof has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him or it being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. - ------------------------- ------------------ CUSIP NO. NOT APPLICABLE 13D PAGE 6 OF 10 PAGES - ------------------------- ------------------ Item 3. Source or Amount of Funds Other Consideration The Partnership is the maker of two unsecured Promissory Notes, dated as of December 16, 1985 and September 9, 1986, in the original principal amounts of $5,000,000 and $1,814,177, respectively (the "Notes"). On or about December 11, 1998, the successor in interest to the original holders of the Notes (the "Noteholder") obtained a judgment against the Partnership (the "Judgment") from the Circuit Court of Madison County, Alabama, under Case No. CV-98-1748-JPS. The Noteholder also filed a proceeding against the Partnership in the Superior Court for the State of California, County of Los Angeles, Case No. BS067212 to, among other things, domesticate the Judgment in California (the "California Proceeding"). The Noteholder agreed, among other things, to forbear the exercise of remedies under the Judgment pursuant to a Forbearance Agreement, effective as of June 1, 2001, as amended to date (the "Forbearance Agreement"), between the Noteholder, the Partnership, and another partnership, which was also in debt to the Noteholder and was affiliated with the General Partner of your Partnership (the "General Partner") and AIMCO Properties, if the Partnership agreed, among other things, to market the apartment complex (the "Waterford Square Property") owned by Waterford Square Apartments, a general partnership in which the Partnership owns a 99% interest (the "Local Partnership") during the forbearance period, to list the Waterford Square Property with a recognized real estate broker on or before June 30, 2001, and to deliver a release to the Noteholder upon the sale of the Waterford Square Property. The Noteholder had agreed that upon the sale of the Waterford Square Property, in full satisfaction of the Notes it would accept 68.75% of the distributable proceeds after the payment of reasonable closing costs and the repayment of the AMIT Debt (as defined herein). The Partnership listed the Waterford Square Property as required by the Forbearance Agreement and on two occasions entered into negotiations to sell the Waterford Square Property to unaffiliated third parties. The Forbearance Agreement was amended on more than one occasion to extend the duration of the Forbearance Agreement to provide additional time for the Partnership to sell the Waterford Square Property. But the Forbearance Agreement expired on July 31, 2002, before the Waterford Square Property could be sold. The negotiations for the sale of the Waterford Square Property have been terminated. Other negotiations are now pending. Because the forbearance period expired before the Waterford Square Property was sold, the Noteholder was free to exercise remedies against the Partnership. If the Noteholder had successfully exercised certain of its remedies under the Judgment, subject to the rights of the Partnership's secured creditors, the Partnership could have lost all of its assets including, without limitation, its entire investment in the Local Partnership, the Fox Crest Apartments apartment complex (the "Fox Crest Property") or both. (The Fox Crest Property, a 245-unit apartment complex located in Waukegan, Illinois, is also owned by the Partnership through an Illinois land trust (the "Trust").) Moreover, the Partnership would have remained liable to the Noteholder to the extent the amount owed under the Judgment exceeded the value realized by the execution on the Partnership's assets. On August 25, 2002, AIMCO Properties purchased from the Noteholder all rights the Noteholder had in the Judgment and any other obligation of the Partnership evidenced by the Notes. - ------------------------- ------------------ CUSIP NO. NOT APPLICABLE 13D PAGE 7 OF 10 PAGES - ------------------------- ------------------ In addition to the indebtedness evidenced by the Judgment, the Partnership is obligated under three promissory notes to repay indebtedness owed by it to Angeles Mortgage Investment Trust, an affiliate of AIMCO Properties. Two of the notes, representing principal and interest of approximately $2,800,000 as of September 30, 2002, are secured by the Partnership's interest in the Local Partnership. The two notes originally matured in March 1998, which through negotiations by the General Partner were extended. The Partnership is currently in default with respect to these notes. The remaining note (together with the two other notes, the "AMIT Debt"), with a principal balance of approximately $4,765,000, matures in March 2003. Accrued interest on this note is approximately $5,161,000 as of September 30, 2002. This note is secured by the Partnership's interest in the Trust. The Partnership also is indebted to the General Partner and certain of its affiliates for reimbursements of certain administrative expenses and advances made to the Partnership, including interest thereon, representing principal and interest of $2,486,000 as of September 30, 2002 (the "GP Debt"). Item 4. Purpose of Transaction As described in Item 3, the Judgment has been rendered against the Partnership, and AIMCO Properties has acquired all rights under the Judgment. AIMCO Properties currently intends to commence foreclosure proceedings against the Fox Crest Property and is currently exploring all other available legal rights and remedies in order to obtain repayment of the full amount due under the Judgment. Such other remedies may include foreclosure of the Partnership's interest in the Local Partnership, which owns the only remaining property of the Partnership or causing the sale of that property. On December 13, 2002, AIMCO Properties caused the Judgment to be registered in Illinois in a manner that will permit it to exercise its remedies against the Partnership's interest in the Trust. The Fox Crest Property is expected to be offered at public auction (the "Foreclosure Auction") pursuant to the judgment and enforcement provisions of the Illinois Code of Civil Procedure in the near future, and AIMCO Properties or any of its affiliates may bid at the Foreclosure Auction. If the amount received from the sale of the Fox Crest Property is insufficient to repay the full amounts due under the Judgment, AIMCO Properties has notified the General Partner that it may exercise similar remedies against the Partnership's interest in the Local Partnership. In addition, each of the Reporting Persons will continue to assess its position relative to the Partnership and the GP Debt. Depending on market conditions and other factors, and subject to contractual agreements with the Partnership to which it is a party, any of the Reporting Persons may formulate plans or proposals to consider taking one or more of the following actions: (a) Exercising rights as a lender under the Notes, the AMIT Debt, the GP Debt (b) Taking legal actions in connection with the collection of the indebtedness due it or one of its affiliates, which may result in the Partnership having to sell the Waterford Square Property, the interests in the Local Partnership, the Fox Crest Property, the interests in the Trust or any other assets of the Partnership; - ------------------------- ------------------ CUSIP NO. NOT APPLICABLE 13D PAGE 8 OF 10 PAGES - ------------------------- ------------------ (c) Commencing discussions with the General Partner concerning the transfer of the interests in the Local Partnership, interests in the Trust, or both in exchange for the forgiveness of the indebtedness evidenced by the Notes, the AMIT Debt or the GP Debt and to effect such exchanges; (d) Acquiring Units or other debt or equity securities of the Partnership or its subsidiaries in the open market, in private transactions or otherwise; (e) Disposing of all or any portion of the Units or other securities each currently have or may hereafter acquire; (f) Seeking to engage, by itself or with one or more additional parties in one or more extraordinary transactions, such as a merger, reorganization or liquidation, involving the Partnership or the Local Partnership, or the sale or transfer of a material amount of the assets of the Partnership or the Local Partnership; (g) Seeking to effect a change in the allocation of Partnership assets in order to secure repayment, to the extent possible, of the Notes, the AMIT Debt or the GP Debt (h) Undertaking other similar action that it may deem to be appropriate in the circumstance, including any action that might result in any of the actions referred to in clauses (a) through (j) of Item 4 of Schedule 13D with respect to the Trust or the Local Partnership. Item 5. Interest in Securities of the Issuer (a) - (b) The information in lines 7 through 11 and 13 of each Reporting Person's cover page is incorporated herein by reference. (c) Not applicable. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Units beneficially owned by the reporting persons. (e) Not applicable. Item 7. Material to be Filed as Exhibits. Exhibit 99.1 Agreement of Joint Filing, dated December 17, 2002. Exhibit 99.2 Assignment Agreement, dated August 23, 2002, between Saticoy Investments Company, LLC and AIMCO Properties, L.P. Exhibit 99.3 Second Amended and Restated Secured Promissory Note, dated as of April 1, 1996, made by Angeles Partners XIV to Angeles Mortgage Investment Trust. - ------------------------- ------------------ CUSIP NO. NOT APPLICABLE 13D PAGE 9 OF 10 PAGES - ------------------------- ------------------ Exhibit 99.4 Collateral Assignment of Beneficial Interest in Land Trust and Security Agreement, dated as of April 1, 1996, between Angeles XIV and Angeles Mortgage Investment Trust. Exhibit 99.5 Amended and Restated Secured Promissory Note (Glenwood), dated as of June 1, 1996, made by Angeles Partners XIV to Angeles Mortgage Investment Trust. Exhibit 99.6 Amended and Restated Secured Promissory Note (Waterford), dated as of June 1, 1996, made by Angeles Partners XIV to Angeles Mortgage Investment Trust. Exhibit 99.7 Security Agreement and Assignment, dated June 1, 1996, between Angeles Partners XIV and Angeles Mortgage Investment Trust. Exhibit 99.8 Amendment to Amended and Restated Secured Promissory Note, dated as of July 13, 1998, made by Angeles Partners XIV to Angeles Mortgage Investment Trust. Exhibit 99.9 Certificate of Judgment, dated December 9, 2002, in the case styled Angeles Acceptance Pool, L.P. v. Angeles Partners XIV, Case No. CV-98-1748-JPS, in the Circuit Court of Madison County, Alabama. - ------------------------- ------------------- CUSIP NO. NOT APPLICABLE 13D PAGE 10 OF 10 PAGES - ------------------------- ------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated December 17, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) AIMCO-GP, INC. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye -------------------------------------- Executive Vice President of each of the foregoing entities INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Agreement of Joint Filing, dated December 17, 2002. 99.2 Assignment Agreement, dated August 23, 2002, between Saticoy Investments Company, LLC and AIMCO Properties, L.P. 99.3 Second Amended and Restated Secured Promissory Note, dated as of April 1, 1996, made by Angeles Partners XIV to Angeles Mortgage Investment Trust. 99.4 Collateral Assignment of Beneficial Interest in Land Trust and Security Agreement, dated as of April 1, 1996, between Angeles XIV and Angeles Mortgage Investment Trust. 99.5 Amended and Restated Secured Promissory Note (Glenwood), dated as of June 1, 1996, made by Angeles Partners XIV to Angeles Mortgage Investment Trust. 99.6 Amended and Restated Secured Promissory Note (Waterford), dated as of June 1, 1996, made by Angeles Partners XIV to Angeles Mortgage Investment Trust. 99.7 Security Agreement and Assignment, dated June 1, 1996, between Angeles Partners XIV and Angeles Mortgage Investment Trust. 99.8 Amendment to Amended and Restated Secured Promissory Note, dated as of July 13, 1998, made by Angeles Partners XIV to Angeles Mortgage Investment Trust. 99.9 Certificate of Judgment, dated December 9, 2002, in the case styled Angeles Acceptance Pool, L.P. v. Angeles Partners XIV, Case No. CV-98-1748-JPS, in the Circuit Court of Madison County, Alabama.
EX-99.1 3 d02036a8exv99w1.txt AGREEMENT OF JOINT FILING EXHIBIT 99.1 AGREEMENT OF JOINT FILING The parties listed below agree that the Amendment No. 8 to Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: December 17, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) AIMCO-GP, INC. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye ---------------------------------- Executive Vice President of each of the foregoing entities EX-99.2 4 d02036a8exv99w2.txt ASSIGNMENT AGREEMENT EXHIBIT 99.2 ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT (this "Agreement"), dated and effective as of August 23, 2002 (the "Effective Date"), is by and between SATICOY INVESTMENTS COMPANY, LLC, a Delaware limited liability company ("Assignor"), and AIMCO PROPERTIES, L.P., a Delaware limited partnership (the "Assignee"). RECITALS: A. On December 16, 1985, Angeles Partners XIV, L.P., a California limited partnership ("Angeles XIV"), executed and delivered to Angeles Capital Investments, Inc., a California corporation ("Original Lender") a non-recourse (to the general partner and limited partners), unsecured Promissory Note in the original principal amount of $5,000,000,00. The Promissory Note was modified and amended by that certain Note Modification Agreement dated November 24,1992 (as amended, "Note A"). B. Pursuant to that certain Revolving Credit Agreement (the "Revolving Credit Agreement") dated September 9, 1986, between Angeles XIV and Angeles Finance Partners ("AFP"), AFP made a loan to Angeles XIV in the original principal amount of $1,814,177.00, which loan was evidenced by that certain Promissory Note dated September 9, 1986, as amended by that certain Note Modification Agreement dated November 24, 1992 (as amended, "Note B"). C. Note A, Note B, the Revolving Credit Agreement and all other related agreements or instruments evidencing or securing Note A and Note B, including any and all subsequent amendments or modifications thereto, and also including but not limited to, the Judgment (defined below) are hereinafter collectively referred to as the "Loan Documents". D. Angeles XIV has defaulted on the obligations set forth in Note A and Note B and the indebtedness secured by the Loan Documents has been accelerated. E. Angeles Acceptance Pool, L.P. ("AAP"), the successor in interest to Original Lender in the Loan Documents, filed that certain cause of action in the Circuit Court of Madison County, Alabama, under Cause No. CV-98-1748-JPS, and obtained a judgment against Angeles XIV on or about December 11, 1998 (the "Judgment"). F. Assignor is the current owner and holder of the Loan Documents. G. Assignor was the plaintiff in that certain proceeding styled Saticoy Investments Company, LLC, vs. Angeles Partners XIV, filed in the Superior Court for the State of California, County of Los Angeles, Case No. BS067212 (the "Angeles XIV Proceedings"). H. Assignor and Assignee have agreed that Assignor shall sell, transfer, assign, grant and convey unto Assignee, and the Assignee shall purchase from the Assignor, all of Assignor's rights, title and interest in the Loan Documents, including but not limited to the Judgment together with any rights, claims, and causes of action relating to any of the Loan Documents or the obligations evidenced thereby (the Loan Documents, the Judgment and all rights, title and interest of Assignor thereunder, including all sum or sums of money that may be obtained by means thereof, are collectively referred to herein as the "Assigned Rights"), all subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. CLOSING. Upon receipt of the Purchase Price (defined below), which shall be paid on or before August 25, 2002 (the "Closing Date") and subject to the terms and conditions of this Agreement, Assignor agrees to irrevocably sell, transfer, assign, grant and convey unto Assignee, its successors and assigns, as of July 1, 2002, the Assigned Rights AS IS WHERE IS WITH ALL FAULTS, without recourse and without warranty or representation, express or implied, except as specifically set forth herein. As full consideration for the sale of the Assigned Rights, the Assignee shall pay to the Assignor at Closing the sum of One Million Six Hundred Ninety-One Thousand Nine Hundred Fifty-Three Dollars ($1,691,953) (the "Purchase Price") by wire transfer of immediately available funds to an account designated in writing by the Assignor. At Closing and to the extent in Assignor's possession, the Assignor shall deliver to the Assignee originals of each of the Loan Documents, with assignments thereof in favor of the Assignee duly executed by the Assignor and in form similar to that set forth on Exhibit A attached hereto and incorporated herein, together with all files in its possession relating to any of the Loan Documents or the indebtedness evidenced thereby, as expeditiously as practicable. The consummation of the transactions contemplated hereunder shall be referred to herein as the "Closing". SECTION 2. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR. Assignor hereby represents and warrants to Assignee that: (a) Assignor is the sole owner and holder of the Loan Documents and sole beneficiary under the Judgment. The Assigned Rights have not been released or subordinated by Assignor and are not currently subject to any prior assignment, lien, claim, or encumbrance of any kind or nature whatsoever. (b) Assignor has all requisite power and authority and has taken all actions necessary to execute and deliver and to perform all of its obligations under this Agreement, and this Agreement will not violate any agreement to which Assignor is a party. This Agreement constitutes the legal, valid, and binding obligation of the Assignor, enforceable against it in accordance with its terms. (c) Assignor represents and warrants that it has not collected or received any part of the sum owing on the Judgment, nor released or discharged the Judgment, and that the Judgment is free from attorneys' liens. -2- (d) The Angeles XIV Proceedings were dismissed without prejudice. There have been no proceedings, claims or litigation asserted by or against Assignor relating to the Assigned Rights other than the Angeles XIV Proceedings. SECTION 3. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE. Assignee hereby represents and warrants to Assignor, its successors and assigns, that: (a) Assignee has all requisite power and authority and has taken all actions necessary to execute and deliver and to perform all of its obligations under this Agreement. This Agreement is the legal, valid, and binding obligation of the Assignee, enforceable against it in accordance with its terms. (b) Notwithstanding the fact that Assignor may have made certain files available to Assignee for review and may have provided Assignee with certain information regarding the Assigned Rights, Assignee has made such independent examination, review and investigation of the facts and circumstances as it has deemed necessary and appropriate to evaluate the Loan Documents, the Judgment and the Assigned Rights in general. Assignee acknowledges and agrees that except as set forth herein, Assignee is purchasing the Assigned Rights AS IS WHERE IS, WITH ALL FAULTS, and Assignor has made no representations or warranties and makes no representations or warranties, express or implied, with respect to the Assigned Rights, Judgments and/or the Loan Documents, including without limitation amounts owing under the Assigned Rights, Judgment and/or Loan Documents, the enforceability of the Assigned Rights, Judgment and/or Loan Documents, or the collectibility of any amounts owed thereunder. The representations and warranties contained herein shall survive Closing for a period of ninety (90) calendar days. SECTION 4. PAYMENTS. Assignor agrees that it will not collect or receive any part of the payments due from the Assigned Rights, release nor discharge any part thereof, or take any action to enforce any claim or right as to any of the Assigned Rights. If the Assignor receives, or has received, any payment on account of the Assigned Rights on and after June 30, 2002, the Assignor shall promptly deliver such payment to the Assignee. SECTION 5. MUTUAL RELEASE At Closing, Assignee agrees to (i) execute and deliver and (ii) to obtain from Angeles XIV an executed Release of Lender in the form attached hereto as Exhibit B and incorporated herein. At Closing, Assignor agrees to execute and deliver an executed Release in the form attached hereto as Exhibit C and incorporated herein. SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations, warranties and covenants of the parties contained herein shall survive the consummation of the transactions contemplated in this Agreement. -3- SECTION 7. FURTHER ASSURANCES. Assignor and Assignee shall each execute and deliver to the other all further documents or instruments reasonably requested by either of them in order to effect the intent of this Agreement and to obtain the full benefit of this Agreement. SECTION 8. GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado without reference to the conflicts of law principles thereof. SECTION 9 . ENTIRE AGREEMENT. This written agreement represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. SECTION 10. MODIFICATIONS. This Agreement may be changed only by an instrument in writing signed by the party against which enforcement of such change is sought. SECTION 11. SEVERABILITY. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable, the balance of this Agreement shall remain in full force and effect and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. SECTION 12. NOTICES. All notices to Assignor shall be given to it by registered or certified mail, return receipt requested, or by overnight courier, at: Saticoy Investments Company, LLC c/o The PNL Companies 2121 San Jacinto, Suite 2900 Dallas, Texas 75201 Attention: Scott Kocurek All notices to Assignee shall be given to it by registered or certified mail, return receipt requested, or by overnight courier, at: AIMCO Properties, L.P. 2000 South Colorado Boulevard Tower Two Suite 2-1000 Denver, Colorado 80222 Attention: Patrick J. Foye All notices required or permitted hereunder, when sent in compliance with the foregoing, will be effective when sent. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] -4- IN WITNESS WHEREOF, the undersigned have duly executed this Agreement under seal as of the date first above written. ASSIGNOR: SATICOY INVESTMENTS COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY By: /s/ David M. Porter ---------------------------------------- (Seal) Name: David M. Porter ---------------------------------------- Title: Manager ---------------------------------------- ASSIGNEE: AIMCO PROPERTIES, L.P., A DELAWARE LIMITED PARTNERSHIP BY: AIMCO-GP, INC., GENERAL PARTNER (Seal) By: /s/ Dora E. Chi ---------------------------------------- Name: Dora E. Chi ---------------------------------------- Title: Senior Vice President ---------------------------------------- CONSENTED, AGREED TO AND ACCEPTED BY: BORROWER: ANGELES PARTNERS XIV, L.P., A CALIFORNIA LIMITED PARTNERSHIP BY: ANGELES REALTY CORPORATION II, GENERAL PARTNER By: /s/ Patrick J. Foye ------------------------------------------- Name: Patrick J. Foye ------------------------------------------- Title: ------------------------------------------- -5- EXHIBIT A ASSIGNMENT OF ASSETS This Assignment of Assets ("Assignment") is executed to be effective the 1st day of July, 2002 by and between AIMCO Properties, L.P., a Delaware limited partnership ("Assignee"), and Saticoy Investments Company, LLC, a Delaware limited liability company ("Assignor"). RECITALS A. Assignor and Assignee, among others, executed that certain Assignment Agreement dated August 23, 2002 (the "Purchase Agreement"), wherein the Assignor agreed to convey certain assets to Assignee. B. Assignor desires to convey to Assignee the documents set forth on Exhibit A attached hereto and incorporated herein (the "Loan Documents") and all rights, title and interest of Assignor thereunder, including the sum or sums of money that may be obtained by means thereof (the "Assigned Rights"). Now, therefore, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Capitalized Terms. Capitalized terms used herein shall bear the same meaning ascribed to them in the Purchase Agreement. 2. Assignment. Assignor hereby assigns, sells, transfers and conveys, and does hereby assign, sell, transfer and convey unto Assignee as of July 1, 2002, the Loan Documents and the Assigned Rights. This Assignment is made AS IS WHERE IS WITH ALL FAULTS and without representation or warranty, expressed or implied, except as set forth in the Purchase Agreement. 3. Governing Law. This Assignment shall be governed by the laws of the State of Colorado. 4. Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Assignment to produce or account for more than a single counterpart containing the respective signatures and acknowledgements of each of the parties hereto. A-1 Executed to be effective as of the date first set forth above. ASSIGNOR: SATICOY INVESTMENTS COMPANY LLC, a Delaware limited liability company By: /s/ David M. Porter ---------------------------------- Name: David M. Porter ---------------------------------- Its: Manager ---------------------------------- AIMCO Properties, L.P., a Delaware limited partnership By: AIMCO-GP, Inc., General Partner By: /s/ Patrick J. Foye ---------------------------------- Name: Patrick J. Foye ---------------------------------- Title: ---------------------------------- A-2 EXHIBIT A TO ASSIGNMENT OF ASSETS (a) Promissory Note dated December 16, 1985 in the original principal balance of $5,000,000 executed by Angeles Partners XIV, a California partnership payable to the order of Angeles Capital Investments, Inc., a California corporation as modified and amended by that certain Note Modification Agreement dated as of November 24, 1992 by and between the borrower and original payee. (b) Promissory Note dated September 9, 1986 in the original principal balance of $1,814,177 executed by Angeles Partners XIV, a California limited partnership payable to the order of Angeles Finance Partners as modified and amended by that certain Note Modification Agreement dated as of November 24, 1992 by and between the borrower and Angeles Capital Investments. (c) Judgment entered in the Circuit Court for Madison County, Alabama under Case No. CV-98-1748-JPS. (d) Certificate of Judgment entered in the Circuit Court of Madison County, Alabama entered in Case No. CV-98-1748-JPS. A-3 EXHIBIT B TO ASSIGNMENT AGREEMENT RELEASE OF LENDER This Release of Lender ("Release") is executed this _______ day of ________________, 2002, by AIMCO Properties, L.P., a Delaware limited partnership ("Aimco"), Angeles Partners XIV, L.P., a California limited partnership ("Borrower"), in favor of Saticoy Investments Company, LLC ("Lender") and the Released Parties defined below. For and in consideration of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby makes the following release of claims: 1. As used in this Release, the following terms shall have the meanings set forth below unless otherwise specified: "Claims" shall mean any and all claims, counterclaims, demands, actions, causes of actions, suits, debts, costs, dues, sums of money, accounts, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, expenses and liabilities whatsoever, known or unknown, at law or in equity, irrespective of whether such claims arise out of contract, tort, violation of laws or regulations or otherwise, which Borrower or AIMCO ever had, now has or hereafter can, shall or may have against the Released Parties or any of them for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to and including the date of this Release relating to the Angeles XIV Loan Documents, the Angeles XIV Judgment, the Assignment Agreement (hereinafter defined) or the Angeles XIV Proceedings. Without limiting the generality of the foregoing, the term "Claims" shall include, without limitation, any loss, liability, expense and/or detriment, of any kind or character, in any way arising out of, connected with, or resulting from the acts or omissions of the Released Parties or any of them, including, without limitation, the contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate, any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, cause of action or defenses based on the negligence of Released Parties of any "lender liability" theories, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, fraud, mistake, deceptive trade practices, libel, slander, conspiracy, or any claim for wrongfully taking any action in connection with the Angeles XIV Loan Documents, the Angeles XIV Judgment, or the Angeles XIV Proceedings. "Settlement Agreement" shall mean the Forbearance Agreement dated as of June 1, 2001, by and among Lender, Angeles Partners XIV, L.P., a California limited partnership, and Angeles Partners VIII, L.P., a California limited partnership. B-1 "Released Parties" shall mean Lender, Lender's asset manager, Lender's subasset manager, any subsidiary or affiliate of Lender, and any predecessors, successors, or assigns of any of the foregoing, and the respective agents, trustees, beneficiaries, officers, directors, shareholders, attorneys, employees, independent contractors, partners, members, manager and representatives of any of the foregoing. All initially capitalized terms used herein which are not defined in this Paragraph 1 shall have the meanings set forth in the Settlement Agreement. All of the terms, provisions and conditions of the Settlement Agreement are incorporated herein by reference and made a part hereof for all purposes. 2. Borrower hereby irrevocably and unconditionally REMISES, RELEASES, ACQUITS, SATISFIES, WAIVES, and FOREVER DISCHARGES the Released Parties and their respective heirs, personal representatives, successors and assigns from all Claims. 3. Borrower hereby represents and warrants to the Released Parties that it has not assigned, pledged, or contracted to assign or pledge or otherwise disposed of any of the Claims. 4. This Release shall be binding upon Borrower and its legal representatives, successors and assigns. 5. This Release includes a release of, and shall inure to the benefit of, all the Released Parties and their respective heirs, legal representatives, successors, assigns, directors, trustees, officers, agents, servants, employees and attorneys, past, present and future. 6. This Release, the Assignment Agreement dated August __, 2002 by and between AIMCO and Lender ("Assignment Agreement") and the Settlement Agreement constitute the entire agreements among the parties with respect to the subject matter hereof. It is expressly understood and agreed that this Release may not be altered, amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized Released Parties. This Release shall be construed and interpreted in accordance with, and governed and enforced in all respects by the laws of the State of California without giving effect to the conflict of laws principles of such state. In any action to enforce or interpret this Release the prevailing party shall, in addition to all other relief, be entitled to an award for its attorneys' fees. 7. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER DOES HEREBY INTENTIONALLY, KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE ITS RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS RELEASE (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS RELEASE OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS RELEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THE FOREGOING WAIVER BY BORROWER IS A MATERIAL INDUCEMENT FOR THE RELEASED PARTIES TO ACCEPT THIS RELEASE ENTER INTO THE SETTLEMENT AGREEMENT. B-2 8. Borrower hereby agrees, represents and warrants that it has had advice of counsel of its own choosing in negotiations for and the preparation of this Release, that it has read the provisions of this Release, and that it is fully aware of its contents and legal effect. 9. Except as contained in this Release, the Assignment Agreement and the Settlement Agreement, Borrower and AIMCO hereby acknowledge and agree that neither has relied upon any representation of any kind made by Lender or any of the other Released Parties in making the foregoing release. EXECUTED as of the _________ day of _____________, 2002. BORROWER: ANGELES PARTNERS XIV, L.P., a California limited partnership By: Angeles Realty Corporation II Its: General Partner By: /s/ Patrick J. Foye --------------------------------- Name: Patrick J. Foye --------------------------------- Title: --------------------------------- B-3 AIMCO AIMCO PROPERTIES, L.P., A DELAWARE LIMITED PARTNERSHIP BY: AIMCO-GP, INC., GENERAL PARTNER (Seal) By: /s/ Patrick J. Foye --------------------------------- Name: Patrick J. Foye --------------------------------- Title: --------------------------------- B-4 EXHIBIT C TO ASSIGNMENT AGREEMENT RELEASE OF ASSIGNEE This Release of Assignee ("Release") is executed this _______ day of ________________, 2002, by Saticoy Investments Company, LLC ("Saticoy") in favor of AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO") and the Released Parties defined below. For and in consideration of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Saticoy hereby makes the following release of claims: 1. As used in this Release, the following terms shall have the meanings set forth below unless otherwise specified: "Claims" shall mean any and all claims, counterclaims, demands, actions, causes of actions, suits, debts, costs, dues, sums of money, accounts, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, expenses and liabilities whatsoever, known or unknown, at law or in equity, irrespective of whether such claims arise out of contract, tort, violation of laws or regulations or otherwise, which Saticoy ever had, now has or hereafter can, shall or may have against the Released Parties or any of them for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to and including the date of this Release relating to the Angeles XIV Loan Documents, the Angeles XIV Judgment, the Assignment Agreement (hereinafter defined) or the Angeles XIV Proceedings. Without limiting the generality of the foregoing, the term "Claims" shall include, without limitation, any loss, liability, expense and/or detriment, of any kind or character, in any way arising out of, connected with, or resulting from the acts or omissions of the Released Parties or any of them, including, without limitation, the contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate, any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, cause of action or defenses based on the negligence of Released Parties, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, fraud, mistake, deceptive trade practices, libel, slander, conspiracy, or any claim for wrongfully taking any action in connection with the Angeles XIV Loan Documents, the Angeles XIV Judgment, or the Angeles XIV Proceedings. "Settlement Agreement" shall mean the Forbearance Agreement dated as of June 1, 2001, by and among Lender, Angeles Partners XIV, L.P., a California limited partnership, and Angeles Partners VIII, L.P., a California limited partnership. C-1 "Released Parties" shall mean AIMCO, any subsidiary or affiliate of AIMCO, and any predecessors, successors, or assigns of any of the foregoing, and the respective agents, trustees, beneficiaries, officers, directors, shareholders, attorneys, employees, independent contractors, partners, members, manager and representatives of any of the foregoing. All initially capitalized terms used herein which are not defined in this Paragraph 1 shall have the meanings set forth in the Settlement Agreement. All of the terms, provisions and conditions of the Settlement Agreement are incorporated herein by reference and made a part hereof for all purposes. 2. Saticoy hereby irrevocably and unconditionally REMISES, RELEASES, ACQUITS, SATISFIES, WAIVES, and FOREVER DISCHARGES the Released Parties and their respective heirs, personal representatives, successors and assigns from all Claims. 3. Saticoy hereby represents and warrants to the Released Parties that it has not assigned, pledged, or contracted to assign or pledge or otherwise disposed of any of the Claims, except as set forth in that certain Assignment Agreement dated August __, 2002 by and between AIMCO and Saticoy ("Assignment Agreement") 4. This Release shall be binding upon Saticoy and its legal representatives, successors and assigns. 5. This Release includes a release of, and shall inure to the benefit of, all the Released Parties and their respective heirs, legal representatives, successors, assigns, directors, trustees, officers, agents, servants, employees and attorneys, past, present and future. 6. This Release, the Assignment Agreement and the Settlement Agreement constitute the entire agreements among the parties with respect to the subject matter hereof. It is expressly understood and agreed that this Release may not be altered, amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized Released Parties. This Release shall be construed and interpreted in accordance with, and governed and enforced in all respects by the laws of the State of California without giving effect to the conflict of laws principles of such state. In any action to enforce or interpret this Release the prevailing party shall, in addition to all other relief, be entitled to an award for its attorneys' fees. 7. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SATICOY DOES HEREBY INTENTIONALLY, KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE ITS RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS RELEASE (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS RELEASE OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS RELEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THE FOREGOING WAIVER BY SATICOY IS A MATERIAL INDUCEMENT FOR THE RELEASED PARTIES TO ACCEPT THIS RELEASE ENTER INTO THE SETTLEMENT AGREEMENT. C-2 8. Saticoy hereby agrees, represents and warrants that it has had advice of counsel of its own choosing in negotiations for and the preparation of this Release, that it has read the provisions of this Release, and that it is fully aware of its contents and legal effect. 9. Except as contained in this Release, the Assignment Agreement and the Settlement Agreement, Saticoy hereby acknowledges and agrees that it has not relied upon any representation of any kind from AIMCO or any of the other Released Parties in making the foregoing release. EXECUTED as of the _________ day of _____________, 2002. SATICOY INVESTMENTS COMPANY LLC, a Delaware limited liability company By: /s/ David M. Porter ---------------------------------- Name: David M. Porter ---------------------------------- Title: Manager ---------------------------------- c-3 EX-99.3 5 d02036a8exv99w3.txt SECOND AMENDED/RESTATED SECURED PROMISSORY NOTE EXHIBIT 99.3 SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE Los Angeles, California $4,764,498.99 as of April 1, 1996 This Second Amended and Restated Secured Promissory Note amends and restates in its entirety that certain Amended and Restated Promissory Note Secured by Mortgages in the principal amount of $3,000,000.00, dated as of August 28, 1991, which amended and restated that certain Promissory Note Secured by Mortgages in the principal amount of $3,000,000.00, dated as of January 1, 1991, both as made by Angeles Partners XIV, a California limited partnership, to Angeles Mortgage Investment Trust, a California business trust, as follows: FOR VALUE RECEIVED, the undersigned, Angeles Partners XIV, a California limited partnership ("Borrower"), promises to pay to the order of Angeles Mortgage Investment Trust, a California business trust, or its assigns (the "Holder"), the principal sum of Four Million Seven Hundred Sixty-Four Thousand, Four Hundred Ninety-Eight Dollars and Ninety-Nine cents ($4,764,498.99), with interest on the unpaid balance thereof at the rate of 12.5% per annum, compounded monthly, commencing on the date hereof and continuing thereafter until paid in full. Borrower shall pay all principal and accrued unpaid interest on the earlier of: 1. March 1, 2003; 2. default by Borrower under the terms of the promissory note and/or mortgage (or any related agreement) (collectively the "Hancock Loan Documents") entered into between John Hancock Mutual Life Insurance Company and Borrower and/or Amalgamated Trust and Savings Bank a/k/a Amalgamated Bank of Chicago as Trustee under Trust Agreement dated July 1, 1978 and known as Trust Number 3600 (the "Trust"), which mortgage constitutes a lien on the real property owned by the Trust and located at 2805 Glen Flora Avenue, Waukegan, Illinois (the "Real Property") to secure the loan ("Hancock Loan") evidenced by the Hancock Loan Documents; 3. sale of the Real Property; 4. refinance or payment in full of the Hancock Loan; 5. sale or refinance of Borrower's interest (beneficial or otherwise) in the Trust; 6. any breach by Borrower of any covenant contained in that certain Master Agreement or the Collateral Assignment of Beneficial Interest in Land Trust and Security Agreement entered into simultaneously herewith between Borrower and Holder; and 7. any covenant, representation or warranty of Borrower contained in said Master Agreement is determined by Holder to be false. Borrower agrees that, so long as any sums are outstanding hereunder, Borrower's payment of any revenues generated by the Real Property to any limited or general partner in Borrower (other than asset management fees with regard to the Real Property paid to Borrower's general partner or its affiliates in an amount no greater than $37,500.00 per year), or to Angeles Acceptance Pool, L.P., or any affiliate of Borrower, or any affiliate of Borrower's general partner, or any affiliate of Insignia Financial Group, Inc. shall constitute a default hereunder and shall cause all sums outstanding hereunder to become immediately due and payable without notice or demand. Should any sum due hereon not be paid when due, said past due sums shall thereafter bear interest at the highest non-usurious rate permitted by law, or, if none is applicable, 18% per annum (the "Default Rate"). Borrower acknowledges and agrees that the loan evidenced by this Note was made by Holder and used by Borrower solely for Borrower's business purposes. All agreements between Borrower and Holder are expressly limited so that in no contingency or event whatsoever, whether by reason of payment of extension, loan, or commitment fees, of advancement of proceeds, acceleration of maturity of the unpaid principal balance hereof or otherwise, shall the amount paid or agreed to be paid to the holder for the use, forbearance or detention of the principal amount hereof exceed the maximum legal rate permissible under any law which a court of competent jurisdiction may deem applicable hereto. If, from any circumstance whatsoever, fulfillment of any provision of this Note at the time performance of such provision shall be due, shall involve transcending the maximum legal rate of interest prescribed by law which a court of competent jurisdiction may deem applicable hereto or thereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such maximum rate, and if from any circumstance the holder shall ever receive as interest an amount which would exceed said maximum legal rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest; to the extent that such excessive amount exceeds the unpaid principal balance hereon, Holder shall refund it to Borrower. In determining whether excessive interest would be charged hereon, to the extent permitted by applicable law all sums paid or agreed to be paid to the holder for the use, forbearance, or detention of the indebtedness evidenced hereby outstanding from time to time shall be pro rated, amortized, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of the unpaid principal sum so that the actual rate of interest on account of such indebtedness in uniform throughout the term hereof. This provision shall control every other provision of all agreements between Borrower and Holder. This Note may be prepaid, either in full or part, without penalty. The acceptance by Holder of any payment hereunder which is less than payment in full of any amount due and payable by the time of such payment shall not constitute a waiver of the right to exercise any option, right, or remedy at that time or at any subsequent time, nor shall it nullify -2- any prior exercise of any such option, right, or remedy without the express written consent of the holder. All payments on this Note shall be applied first to the payment of accrued but unpaid interest, and the remainder thereof shall be applied to the reduction of the principal balance of this Note. Borrower hereby waives diligence and the right to plead any statute of limitations, presentment, grace, protest and demand, and also notice of protest, demand, dishonor and non-payment of this Note, and any and all moratorium, appraisement, exemption and homestead rights now provided or which may hereafter be provided by any federal or state statute including, but not limited to, exemptions provided by or allowed under the Bankruptcy Code, both as to itself personally and as to all of its property, whether real or personal, against the enforcement and collection of the obligations evidenced by this Note and any and all extensions, renewals and modifications hereof. Time is of the essence of each and every provision herein. All amounts payable hereunder are payable in immediately available U.S. funds, without setoff or deduction. Any payment received by Holder after 12:00 noon, Pacific Standard Time (or Pacific Daylight Time, when appropriate) should be considered for all purposes (including the calculation of interest and late charges) as having been made on the next following day which is not a Saturday, Sunday, or legal holiday ("business day"); if the date for any payment hereunder falls on a day which is not a business day, then, for all purposes of this Note, the same shall be deemed to have fallen on the next following business day, and such extension of time shall in such case be included in the computation of interest. Borrower agrees to pay to Holder all costs and attorneys' fees incurred by Holder in enforcing its rights and remedies hereunder or under any agreement executed in connection herewith. Payments on this Note, as well as any notices to Holder, are to be mailed or delivered to Holder whose address for this purpose is 340 N. Westlake Boulevard, Suite 230, Westlake Village, California 91362, or to such other place as Holder may from time to time direct by written notice to Borrower. This Note shall be construed according to the laws of the State of California. Borrower hereby submits to personal jurisdiction in said State for the enforcement of its obligations hereunder and waives any and all personal rights under the law of any other jurisdiction to object to such personal jurisdiction within said State of California. Notwithstanding the foregoing, the security interest granted by Borrower to Holder secure this Note may be foreclosed or otherwise enforced in accordance with the laws of the State of Illinois. This Note may not be changed orally but only by an agreement in writing signed by the party against whom such change is sought to be enforced. -3- This Note is secured by all of Borrower's interest (beneficial or otherwise) in the Trust and is delivered pursuant to the Master Agreement entered into between Borrower and Holder simultaneously herewith. If any provision hereof is declared to be invalid or unenforceable, it is the intention of Borrower and Holder that the remainder of this document, or, if applicable, the remainder of the invalid or unenforceable clause, sentence, or paragraph, shall be valid and enforced to the fullest extent permitted. Notwithstanding any other provision herein except as hereinafter provided, no partner in the Borrower shall have any personal liability hereon, and, in the event of default, Holder's recourse shall be limited to the collateral pledged by Borrower to Holder as well as any other assets of Borrower (and no deficiency judgment shall be sought or obtained against any partner in the undersigned). ANGELES PARTNERS XIV, a California limited partnership By: Angeles Realty Corporation II, A California corporation, Its General Partner By: /s/ Robert D. Long, Jr. ---------------------------------- Its: Vice President/CAO ---------------------------------- -4- EX-99.4 6 d02036a8exv99w4.txt COLLATERAL ASSIGNMENT EXHIBIT 99.4 COLLATERAL ASSIGNMENT OF BENEFICIAL INTEREST IN LAND TRUST AND SECURITY AGREEMENT DATED AS OF APRIL 1, 1996 This Agreement (as modified from time to time, the "Agreement") has been executed by ANGELES PARTNERS XIV, a California limited partnership ("Debtor"), as debtor, in favor of ANGELES MORTGAGE INVESTMENT TRUST, a California business trust, as secured party (together with any successor, assign or subsequent holder, "Secured Party"), with an office at 340 North Westlake Boulevard, Suite 230, Westlake Village, California 91362. Debtor is the owner of 100% of the entire beneficial interest under a trust agreement dated the 1st day of July, 1978 and known as Trust No. 3600 (the "Land Trust") with Amalgamated Bank of Chicago f/k/a Amalgamated Trust and Savings Bank, as trustee (the "Land Trustee"). If more than one person or entity executes this Agreement, the term "Debtor" refers to each of them individually and some or all of them collectively, and their obligations hereunder shall be joint and several. If any party comprising "Debtor" is a trustee(s), "Trust Agreement" means the governing trust agreement and/or instruments governing the trust, as modified from time to time, and all related documents and instruments, and "Debtor" also refers to the trustee(s) and the trust individually and collectively. In consideration of Secured Party's making loans and extensions of credit, and/or considering making loans or extensions of credit, to Debtor or the Land Trustee (Debtor and any such individual or entity being collectively referred to as the "Borrower(s)"), and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor agrees as follows: 1. DEFINITIONS. As used in this Agreement: (a) Unless otherwise defined herein, all terms that we defined in the Uniform Commercial Code of the State of Illinois shall have the same meanings herein as in such Code. (b) "Land Trust Property" means all real and personal property now owned or hereafter acquired by the Land Trustee subject to the Land Trust, including without limitation the property legally described in EXHIBIT A attached hereto and made a part hereof (with the address listed therein). (c) "Liabilities" shall mean all obligations, agreements, covenants, undertakings, representations and warranties of every kind and nature arising out of or pursuant to that certain Promissory Note Secured by Mortgages in the original principal amount of $3,000,000 dated January 1, 1991 made by Debtor in favor of Secured Party, as amended by that certain Amended and Restated Promissory Note Secured by Mortgage dated August 28, 1991 and that certain Second Amended and Restated Secured Promissory Note dated April 1, 1996 in the original principal amount of $4,764,498.99, and as hereafter amended, modified, extended, renewed or replaced (collectively, the "Fox Crest Note"); this Agreement, as hereafter amended, modified, extended, renewed or replaced; and that certain Master Agreement between Debtor and Secured Party effective as of April 1, 1996, as hereafter amended, modified, extended, renewed or replaced (the "Master Agreement"), provided that nothing contained in the Master Agreement is intended to cause this Agreement to secure the Glenwood Note or the Glenwood Mortgage as defined in the Master Agreement or any other indebtedness for borrowed money other than the Fox Crest Note. (d) "Loan Documents" shall mean the Fox Crest Note, this Agreement, the Master Agreement and any other agreements, instruments, certificates or documents entered into or delivered in connection with any of the foregoing. 2. GRANT OF SECURITY INTEREST; ASSIGNMENT; COLLATERAL. Debtor hereby grants to Secured Party a continuing security interest in, and assigns and transfers to Secured Party for collateral purposes, all of the right, title and interest of Debtor under the Land Trust Agreement including without limitation the following (all such, the "Collateral"): (a) all of Debtor's rights in and to (i) the Land Trust and (ii) the Land Trust Property; (b) the right to receive distribution of any Land Trust Property and all proceeds from all dispositions or realizations of any kind from any Land Trust Property, whether disposition is by way of sale, rental, mortgage, or otherwise; (c) any and all rights to manage, direct, and control the Land Trust Property and all rights and powers of direction with regard to the Land Trust and the Land Trust Property; (d) all books and records pertaining to any of the foregoing; (e) all documents of title evidencing or issued with respect to the Land Trust Property or any of the foregoing; and (f) all proceeds and products of all of the foregoing, including without limitation proceeds of insurance policies insuring the foregoing. 3. LIABILITIES. The Collateral shall secure the payment and performance of all Liabilities. 4. REPRESENTATIONS. Debtor hereby represents and warrants to Secured Party that: (a) Debtor does not do business, nor has it done business during the five (5) years and six months prior to the date of this Agreement, under any name except as shown above. (b) Land Trustee is the legal and equitable owner of the Land Trust Property; the Land Trust Property is subject to the Land Trust Agreement without liens, security interests, -2- mortgages or other encumbrances of any kind except that certain Mortgage, Security Agreement and Financing Statement dated as of February 1, 1996 (the "John Hancock Mortgage"); Debtor has the power, authority and all necessary consents, if any, to enter into this agreement. (c) Debtor has the sole power of direction over and is the sole owner of the beneficial interest in the Land Trust free and clear of any lien, security, interest, mortgages or other of any kind other than the security interest herein granted. Without limiting the foregoing, there are no other assignments of the beneficial interest in the Land Trust now in effect. (d) No financing statement, mortgage, notice of judgment, or any similar instrument (unless filed on behalf of Secured Party) covering any of the Collateral is on file in any public office. 5. COVENANTS OF DEBTOR. Debtor agrees that so long as this Agreement remains in effect, it will: (a) not direct the Land Trustee to lease, sell, transfer, dispose of, or encumber the Land Trust Property or any of the Collateral (or suffer or permit anyone else to do so) without the prior written consent of Secured Party, except that nothing contained herein shall prohibit the leasing of residential units by the Debtor in the ordinary course of business on commercially reasonable terms, conditions and rates; (b) defend the Collateral against the claims and demands of all persons other than Secured Party and promptly pay all taxes, assessments, and charges upon the Collateral, and not sign (or permit to be signed) any financing statements, mortgages, or other documents creating or perfecting a lien upon or security interest in any of the Collateral or otherwise create, suffer, or permit to exist any liens or security interest upon any Collateral other than in favor of Secured Party, except tax liens, provided that such liens are removed before related taxes become delinquent; (c) execute such financing statements and other documents (and pay the cost of filing and recording the same in all public offices deemed necessary by Secured Party) and do such other acts as Secured Party may request to establish and maintain a valid and perfected security interest in the Collateral free and clear of all other liens and claims; (d) deliver to Secured Party any certificates or other documents of title representing or issued with respect to any of the Collateral; (e) keep at its address for notices set forth under or opposite its signature hereto its records concerning the Collateral, which records shall be of such character as will enable Secured Party to determine at any time the status of the Collateral; furnish to Secured Party such information concerning Debtor, the Collateral, the Land Trust and the Land Trust Property as Secured Party may from time to time reasonably request; and permit Secured Party from time to time to inspect the Collateral and to inspect, audit, and make copies of, and extracts from, all records and all other papers in the possession of Debtor or the Land Trustee pertaining to the Collateral; -3- (f) make appropriate entries upon its financial statements and its books and records disclosing Secured Party's security interest in the Collateral; (g) if at any time any of the Collateral shall be or become evidenced by any instrument, note, or other document, immediately deliver such instrument, note, or document to Secured Party, endorsed as requested by Secured Party; (h) immediately notify Secured Party of any material loss or depreciation in the value of the Collateral, and (i) Without limiting any other provision hereof, not sell, transfer or otherwise dispose of any Collateral without Secured Party's prior written consent. 6. ASSIGNMENT EFFECTIVE IMMEDIATELY; COLLATERAL PURPOSE. The assignment of and security interest in the Collateral is absolute and effective immediately. Notwithstanding the foregoing, until Secured Party otherwise notifies Land Trustee in writing, Debtor may receive, collect, and enjoy the rents, income, and profits from the Collateral and, subject to the terms of this Agreement, manage the Land Trust Property. The interest granted and assigned to Secured Party in this Agreement is for collateral security only and, accordingly, Secured Party by its acceptance hereof shall not be deemed to have assumed or become liable for any of the obligations or liabilities of Debtor under the Land Trust Agreement or with respect to the Collateral or any Land Trust Property, whether provided for by the terms thereof, arising by operation of law, or otherwise; Debtor hereby acknowledges that Debtor remains liable thereunder to the same extent as though this Agreement had not been made. 7. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an "Event of Default": (a) Failure to pay, when and as due, any principal, interest or other amounts payable hereunder or in connection with any of the Liabilities and such failure shall continue for 10 days after notice thereof from the Secured Party, or failure to comply with or perform any agreement or covenant of Debtor contained herein and such failure shall continue for 30 days after notice thereof from the Secured Party; (b) any other default, event of default, or similar event not otherwise addressed in this Section 7 shall occur and continue under any other Loan Document beyond the applicable cure or grace period or if none is provided for, beyond 30 days after notice thereof from the Secured Party; (c) Debtor shall grant or any person (other than Secured Party) shall obtain a lien on or security interest in any of the Collateral; Debtor or any other person shall perfect (or attempt to perfect) such a lien or security interest; a court shall determine that Secured Party does not have a first-priority lien on or security interest in any of the Collateral enforceable in accordance with the -4- terms hereof; or any notice of a federal tax lien against Borrower, Debtor or any general partner or joint venture of Borrower or Debtor shall be filed with any public recorder; (d) there shall be any levy, judicial seizure, or attachment of any of the Collateral or the Land Trust Property; or Debtor shall create, effect, consent to, suffer, permit, or enter into a contract providing for any sale, assignment, transfer, lien, pledge, mortgage, secured interest, or other encumbrance of Debtor's beneficial interest or power of direction in the Land Trust or any Land Trust Property, except for Secured Party's interest hereunder, without Secured Party's prior written consent; (e) any default or event of default shall occur and be continuing under the John Hancock Mortgage and related documents. 8. DEFAULT REMEDIES. (a) Upon the occurrence and during the continuance of any Event of Default, Secured Party may exercise any rights and remedies under this Agreement, and related document or instrument (including without limitation any pertaining to Collateral), and at law or in equity. (b) Without limiting any other provision hereof, if any Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of Illinois or any Collateral is located, Secured Party may, in its sole discretion, exercise any rights or powers set forth in this Agreement. Without limiting any other provision hereof, Debtor shall pay all related expenses, including without limitation attorneys' fees. If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least ten (10) days before such disposition, postage prepaid, addressed to Debtor at the address shown below. Secured Party may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that Debtor shall be credited with proceeds of such sale only when the proceeds are actually received by Secured Party. Secured Party shall have the unqualified right, in connection with any such sale of Collateral, to execute and deliver an assignment of said beneficial interest to the purchaser at any such sale, free of any right of redemption by Debtor, and upon the filing thereof with Land Trustee, Land Trustee shall recognize such assignee as the absolute owner of the beneficial interest for any and all purposes whatsoever and shall act on directions of such assignee without any liability or obligation to Debtor whatsoever, without inquiry into the validity or propriety of such or assignment, and irrespective of any notice whatsoever from Debtor or any other person, unless and until Land Trustee is served with an order of court prohibiting further action by Land Trustee upon the direction of such assignee. (c) In addition to Secured Party's rights set forth above, upon the occurrence and during the continuance of an Event of Default, Secured Party may proceed immediately: (i) to exercise each and all of the powers, rights, and privileges reserved or granted to Debtor under the Land Trust Agreement to manage, direct, control, and deal with the Land Trust Property or any part thereof, including without limitation the right to -5- collect and receive the proceeds from rentals and from mortgages, sales, conveyances, or other dispositions or realizations or any kind of or from the Land Trust Property or any part thereof, and (ii) to protect and enforce this Security Agreement by suits or proceedings in equity, at law, or otherwise, whether for the foreclosure hereof or for the appointment of a receiver of the Land Trust Property or any part thereof, or for the enforcement of any other legal or equitable remedy available under applicable law. (d) Any proceeds of the Collateral may be applied by Secured Party to the payment of expenses and costs to exercise of Secured Party's rights hereunder, and any balance of such proceeds shall be applied toward the Liabilities in such order as Secured Party shall determine in its sole discretion. Any balance remaining shall be returned to Debtor. DEBTOR HEREBY WAIVES ANY HOMESTEAD RIGHT AND RIGHT OF REDEMPTION UPON THE FORECLOSURE SALE OF ANY OF THE COLLATERAL THAT MAY NOW OR HEREAFTER BE DEEMED TO APPLY TO ANY OF THE COLLATERAL. 9. RIGHTS OF SECURED PARTY. After an Event of Default (except in cases of emergency), Secured Party may, from time to time, at its option (but shall have no duty to): (a) perform any agreement of Debtor hereunder the Debtor shall have failed to perform; (b) take any other action which Secured Party deems necessary or desirable for the preservation of the Collateral or Secured Party's interest therein and the carrying out of this Agreement, including without limiting the generality of the foregoing: (i) any action to collect or realize upon the Collateral; (ii) the discharge of taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral; or (iii) the discharge or keeping current of any obligation of Debtor having effect on the Collateral; or (iv) receiving, endorsing and collecting all checks and other orders for the payment of money made payable to Debtor representing any dividend, interest payment, rental or lease payment, or other distribution or amount payable or distributable in respect of the Collateral or any part thereof, and to give full discharge for the some; and (c) file, or cause to be filed, photocopies or carbon copies of any financing statement respecting any right of Secured Party in the Collateral, and any such photocopy or carbon copy of the signature of Debtor on such photocopy or carbon copy shall be deemed an original for purposes of such filing. Debtor hereby authorizes Secured Party to sign financing statements on Debtor's behalf to be filed in all jurisdictions in which such authorization is permitted. Debtor hereby appoints Secured Party as Debtor's attorney-in-fact, which appointment is and shall be deemed to be irrevocable and coupled with an interest, for purposes of performing acts and signing and delivering any agreement, document, or instrument on behalf of Debtor in accordance with this Section. Debtor immediately will reimburse Secured Party for all expenses -6- so incurred by Secured Party, together with interest thereon at 18% per annum or the highest rate allowed by law, whichever is less. 10. FURTHER ASSURANCES. Debtor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements, and instruments, as Secured Party may at any time reasonably request in connection with the administration or enforcement of this Agreement or related to the Collateral or any part thereof or in order better to assure and confirm unto Secured Party its rights, powers and remedies hereunder. 11. OBLIGATIONS UNCONDITIONAL; WAIVER OF DEFENSES. Debtor irrevocably agrees that no fact or circumstance whatsoever which might at law or in equity constitute a discharge or release of, or defense to the obligations of, a guarantor or surety shall limit or affect any obligations of Debtor under this Agreement or any document or instrument executed in connection herewith. Without limiting the generality of the foregoing: (a) Secured Party may at any time and from time to time, without notice to Debtor, take any or all of the following actions without affecting or impairing the liability of debtor on this Agreement: (i) renew or extend time of payment of the Liabilities; (ii) accept, substitute, release or surrender any security for the Liabilities; and (iii) release any person primarily or secondarily liable on the Liabilities (including, without limitation Borrower, any endorser, and any guarantor). (b) No delay in enforcing payment of the Liabilities, nor any amendment, waiver, change, or modification of any terms of any document or instrument which evidences or is given in connection with the Liabilities, shall release Debtor from any obligation hereunder. The obligations of Debtor under this Agreement are and shall be primary, continuing, unconditional and absolute (notwithstanding that at any time or from time to time all of the Liabilities may have been paid in full), irrespective of the value, genuineness, regularity, validity or enforceability of any documents or instruments respecting or evidencing the Liabilities. In order to hold Debtor liable or exercise rights or remedies hereunder, there shall be no obligation on the part of Secured Party, at any time, to resort for payment to Borrower or any guarantor or to any other security for the Liabilities. Secured Party shall have the right to enforce this Agreement irrespective of whether or not other proceedings or steps are being taken against any other property securing the Liabilities or any other party primarily or secondarily liable on any of the Liabilities. (c) Debtor irrevocably waives presentment, protest, demand, notice of dishonor or default, notice of acceptance of this Agreement, notice of any loans made, extensions granted or other action taken in reliance hereon, and all demands and notices of any kind in connection with this Agreement or the Liabilities. -7- (d) Debtor waives any claim or other right which Debtor might now have or hereafter acquire against Borrower or any other person primarily or contingently liable on the Liabilities (including without limitation any maker, endorser or guarantor) or that arising from the existence or performance of Debtor's obligations under this Agreement, including without limitation any right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim or remedy of Secured Party against Borrower or any other collateral security for the Liabilities, which Secured Party now has or hereafter acquires, however arising. (e) Debtor hereby waives and releases any and all rights under and by virtue of any statutes or law providing for exemption on homesteads which may now or hereafter apply. Debtor expressly waives any and all rights of redemption or reinstatement in connection with any foreclosure hereof and Debtor further covenants and agrees not to invoke any such law to in any way hinder or delay the rights of secured party granted hereby or at law or in equity. 12. NOTICES. All notices, request and demands to or upon the respective parties hereto shall be deemed to have been given or made when deposited in the mail, postage prepaid, addressed if to Secured Party and to Debtor at the addresses set forth below, or to such other address as may be hereafter designated in writing by the respective parties hereto. 13. MISCELLANEOUS. This Agreement and any document or instrument executed in connection herewith shall be governed by and construed in accordance with the internal law of the State of Illinois, and shall be deemed to have been executed in such State. Unless the context requires otherwise, wherever used herein the singular shall include the plural and vice versa, and the use of one gender shall also denote the other. Captions herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof; references herein to Sections or provisions without reference to the document in which they are contained are references to this Agreement. This Agreement shall bind Debtor, its (his) (her) heirs, trustees (including without limitation successor and replacement trustees), executors, personal representatives, successors and assigns, and shall insure to the benefit of Secured Party, its successors and assigns, except that Debtor may not transfer or assign any of its (his) (her) rights or interest hereunder without the prior written consent of Secured Party. Debtor agrees to pay upon demand all expenses (including without limitation attorneys' fees, legal costs and expenses, in each case whether in or out of court, in original or appellate proceedings or in bankruptcy) incurred or paid by Secured Party or any holder hereof in connection with the enforcement or preservation of its rights hereunder or under any document or instrument executed in connection herewith. Debtor expressly and irrevocably waives presentment, protest, demand and notice of any kind in connection herewith. -8- DEBTOR: ANGELES PARTNERS XIV, A California limited partnership By: Angeles Realty Corporation II, a California Corporation, its general partner By: /s/ Robert D. Long, Jr. ------------------------------------------- Its: Vice President/CAO ------------------------------------------- ADDRESS FOR NOTICE: One Insignia Financial Plaza P.O. Box 1089 Greenville, SC 29602 -9- SECURED PARTY'S ACCEPTANCE ANGELES MORTGAGE INVESTMENT TRUST hereby acknowledges receipt of the foregoing assignment this ___ day of April, 1996, and accepts the same. ANGELES MORTGAGE INVESTMENT TRUST By: /s/ Signature Ineligible ------------------------------- Its: President ------------------------------- -10- ACCEPTANCE BY LAND TRUSTEE Amalgamated Bank of Chicago f/k/a Amalgamated Trust and Savings Bank, as Land Trustee under a trust agreement dated the 1st day of July, 1978 and known as its Trust No. 3600 (the "Land Trust Agreement") hereby acknowledges the receipt of the foregoing assignment this 15th day of May, 1996, and accepts the same in accordance with the terms and provision of the foregoing assignment of beneficial interest from the beneficiaries of the Land Trust referred to in the Agreement as Debtor. The Land Trustee states as follows: 1. As of the date of this Agreement, Land Trustee agrees not to permit or allow Debtor to deal with the Land Trust unless such act is previously approved in writing by Secured Party, until Secured Party notifies the undersigned that all indebtedness secured hereby has been paid in full. 2. Land Trustee has no actual notice of liens, mortgages, violations of any law, ordinance, or regulation of any governmental or quasi-governmental unit, or any other claim of any sort affecting the Land Trust or the property subject to the Land Trust Agreement except as set forth in the foregoing Agreement. 3. Land Trustee agrees to look solely to Debtor for performance of all of the terms and provisions of the Land Trust Agreement on the part of the beneficiaries thereof from time to time to be kept and performed, including the payment of any liabilities imposed on said beneficiaries, until otherwise notified by Secured Party. 4. Land Trustee has not received or accepted any prior collateral assignments of beneficial interest in the Land Trust which have not been fully released. Land Trustee will not accept any additional assignments of any interest in the Land Trust without the consent of Secured Party. 5. The property subject to this Land Trust Agreement is legally described in EXHIBIT A hereto The agreements and representations made hereby by the undersigned are made by the undersigned in its full corporate capacity, and not merely as trustee under the Land Trust Agreement. AMALGAMATED BANK OF CHICAGO F/K/A AMALGAMATED TRUST AND SAVINGS BANK By: /s/ [ILLEGIBLE] --------------------------------------- Its: Senior Vice President --------------------------------------- -11- EXHIBIT A TO FINANCING STATEMENT OF ANGELES PARTNERS XIV AS DEBTOR, IN FAVOR OF ANGELES MORTGAGE INVESTMENT TRUST, AS SECURED PARTY All of Debtor's right, title and interest under the trust (the "Land Trust") under the trust agreement dated July 1, 1978, with Amalgamated Bank of Chicago f/k/a Amalgamated Trust and Savings Bank, as land trustee, identified on the records of the trustee and known as Trust No. 3600, including without limitation the following: (a) all of Debtor's rights in and to the Land Trust and all real and personal property now owned or hereafter acquired by the trustee and subject to the Land Trust (the "Land Trust Property"); (b) the right to receive distribution of any Land Trust Property and all proceeds from all dispositions or realizations of any kind from any Land Trust Property, whether disposition by way of sale, rental, mortgage, or otherwise; (c) any and all right to manage, direct, and control the Land Trust Property and all rights and power of direction with regard to the Land Trust and the Land Trust Property; (d) all books and records pertaining to any of the foregoing; (e) all documents of title evidencing or issued with respect to the Land Trust Property or any of the foregoing; and (f) all proceeds and products of all of the foregoing, including without limitation proceeds of insurance policies insuring the foregoing. A-1 EXHIBIT A LEGAL DESCRIPTION PARCEL 1: The West 690.0 feet of that part of the North 1/2 of the Southeast 1/4 of Section 18, Township 45 North, Range 12 East of the Third Principal Meridian, (except the South 32 rods thereof) lying Easterly of the East line of Frederick H. Bartlett's First Addition to Northview, being a Subdivision of part of the North 1/2 of the South 1/2 of said Section 18, recorded as document no. 269364, in Lake County, Illinois. PARCEL 2: The East 75 feet of the West 765 feet of the South 150 feet of that part of the North 1/2 of the Southeast 1/4 of Section 18, Township 45 North, Range 12 East of the Third Principal Meridian (except the South 32 rods thereof), lying Easterly of the East line of Frederick H. Bartlett's First Addition to Northview, being a Subdivision of part of the North 1/2 of the South 1/2 of said Section 18, recorded as document no. 269364, in Lake County, Illinois. PARCEL 3: A perpetual nonexclusive easement created by Declaration recorded January 13, 1978, as document no. 1892452 (and implemented by Trustee's Deed recorded August 10, 1978, as document no. 1939792), running with the land, which is to be used exclusively as a drainage easement 30 feet wide to extent from the Western boundary of the below described property to the storm detention basin on said property to be 30 feet in width as shown on the Plat attached to the document creating said easement: That part of the North 1/2 of the Southeast 1/4 of Section 18, Township 45 North, Range 12 East of the Third Principal Meridian, (except the South 32 rods thereof) lying Easterly of a line drawn parallel to and 690 feet East of the East line of Frederick H. Bartlett's First Addition to Northview, being a Subdivision of part of the North 1/2 of the South 1/2 of said Section 18, recorded as document no. 269364, except therefrom the East 303 feet of the West 430 feet of the North 165 feet (as measured at right angles from the North line of the Southeast 1/4 of said Section 18) and also except the West 75 feet of the South 150 feet thereof, lying West of the West right of way line of McAree Road and South of the South right of way line of Glen Flora Avenue, in Lake County, Illinois. PARCEL 4: A perpetual non-exclusive easement for ingress and egress to Lake created by Declaration of Easement recorded January 23, 1979, as document no. 1974088. PARCEL 5: A perpetual, non-exclusive easement for the benefit of Parcels 1 and 2, noted above, upon, over, under and across that part of the North 1/2 of the Southeast 1/4 of Section 18, Township 45 North, Range 12 East of the Third Principal Meridian (except the South 32 rods thereof), lying Easterly of a line drawn parallel to and 690 feet East of the East line of Frederick H. Bartlett's First Addition to Northview, described as follows: Beginning at the Northwest corner of the above described part of the North 1/2 of the Southeast 1/4 of Section 18, thence East 15 feet; thence South parallel with the West line of said tract 391.0 feet; thence Southeasterly to a point 46 feet East of the West line and 353 feet North of the South line; thence East parallel with the South line of said tract to a point 27.0 feet West of the West right of way line of McAree Road; thence North parallel with the center line of said McAree Road to the North line of said tract; thence East to the West right of way line of said McAree Road; thence South along the West right of way line of said McAree Road to a point 328.0 feet North of the South line of said tract; thence West parallel with said south line to a point 59.0 feet East of the West line thereof; thence Southwesterly to a point 125.0 feet East of the West line and 284.0 feet North of the South line; thence South parallel with the West line 134 feet; thence West 15.0 feet to the West line of said tract; thence North along the West line to the place of beginning, for the construction, installation, maintenance, repair, reconstruction and use of utility lines from Parcels 1 and 2 to the public services located along McAree Road or Glen Flora Avenue, or both, and for the discharge of sewage into any sewage storm retention tank or tanks and for the discharge of storm water run-off into any storm water retention pond facilities that may be located at any time on said parcel, for so long as such facilities exist and are necessary or required by law, as created by Declaration recorded October 25, 1974, as Document No. 1685327. PROPERTY TAX INDEX NUMBER: PROPERTY ADDRESS: 08-18-400-033 2805 Glen Flora Avenue Waukegan, Illinois -2- EX-99.5 7 d02036a8exv99w5.txt AMENDED/RESTATED SECURED PROMISSORY NOTE-GLENWOOD EXHIBIT 99.5 AMENDED AND RESTATED SECURED PROMISSORY NOTE (GLENWOOD) Los Angeles, California $1,915,127.94 as of June 1, 1996 This Amended and Restated Secured Promissory Note amends and restates in its entirety that certain Promissory Note Secured by Mortgage in the principal amount of $1,300,000.00 dated as of April 1, 1991 as made by Angeles Partners XIV, a California limited partnership, to Angeles Mortgage Investment Trust, a California business trust, as follows: FOR VALUE RECEIVED, the undersigned, Angeles Partners XIV, a California limited partnership ("Borrower") , promises to pay to the order of Angeles Mortgage Investment Trust, a California business trust, or its assigns (the "Holder") , the principal sum of One Million Nine Hundred Fifteen Thousand, One Hundred Twenty-Seven Dollars and Ninety-four cents ($1,915,127.94), with interest on the unpaid balance thereof at the rate of 12.5% per annum, compounded monthly, commencing on the date hereof and continuing thereafter until paid in full. Borrower shall pay to Holder on March 15 and October 15 of each year during the remaining term of this Note, commencing October 15, 1996, a payment equal to the Net Cash Flow, if any, generated by the real property owned by Waterford Square Apartments, a California general partnership (the "Waterford Partnership") on or from the real property owned by the Waterford Partnership and located at 201 Queensbury Drive, Huntsville, Alabama (the "Waterford Property"). The term "Net Cash Flow" as used herein shall mean: All gross revenues generated by and from the ownership, use, or rental of the Waterford Property and the apartment complex located and operated thereon generated during the prior six (6) months, including, but not limited to, rents, issues and profits generated by the Waterford Property, laundry facilities, vending machines, et cetera, less (i) ordinary and necessary operating expenses incurred during the applicable six (6) month period with regard to ordinary maintenance and repair and the operation of the apartment complex on the Waterford Property, (ii) monthly debt service due to Washington Capital Associates, Inc. ("Washington") on the obligations secured by the existing first priority mortgage on the Waterford Property, (iii) such capital improvement costs as may be budgeted by the Waterford Partnership's asset management group, submitted to Holder for review no later than thirty (30) days prior to the commencement of the applicable fiscal year and pre-approved by Holder in writing prior to the time that such capital improvement is undertaken,(1) and (iv) payments due and actually made by Borrower to Angeles Mortgage Investment Trust in accordance with the terms of the Amended and Restated Secured Promissory Note (Waterford) executed simultaneously herewith by Borrower in favor of Angeles Mortgage Investment Trust in the original principal sum of $458,847.95 (the "Waterford Note"). - ---------- (1) Provided, however, that in the event of an "Emergency" (defined below), the Waterford Partnership may make corrective expenditures not provided for in the budget, so long as the Waterford Partnership or Borrower notifies Holder the occurrence of such Emergency, and the related expenditures, as promptly as is reasonably possible. As used herein, an Emergency shall mean an event or occurrence which (i) threatens human safety, (ii) constitute a breach of implied warranty of habitability applicable to the premises or (iii) poses an imminent threat of physical damage to the premises or any part thereof. Borrower shall pay all principal and accrued unpaid interest on the earlier of: (1) March 1, 1998; (2) default by the Waterford Partnership under the terms of the promissory note and/or mortgage (or any related agreement or amendment or modification thereto or refinance thereof) (collectively the "Washington Loan Documents") entered into between Washington and the Waterford Partnership which mortgage constitutes a lien on the Waterford Property to secure the loan ("Washington Loan") evidenced by the Washington Loan Documents; (3) sale of the Waterford Property; (4) sale or refinance of Borrower's interest (beneficial or otherwise) in the Waterford Partnership; (5) any breach by Borrower of any covenant contained in that certain Master Agreement or the Security Agreement and Assignment entered into simultaneously herewith between Borrower and Holder; (6) any covenant, representation or warranty of Borrower or the Waterford Partnership contained in said Master Agreement is breached or determined by Holder to be false; (7) default by Borrower in its obligations under the Waterford Note. Borrower agrees that, so long as any sums are outstanding hereunder, Borrower is or the Waterford Partnership is payment of any revenues generated by the Waterford Property to any other partner in Borrower (other than asset management fees with regard to the Waterford Property paid to Angeles-Realty Corporation II or its affiliates in an amount no greater than $30,000.00 per year), or to Angeles Acceptance Pool, L.P., or any affiliate of Borrower, or any affiliate of Borrower's general partner, or any affiliate of Insignia Financial Group, Inc. shall constitute a default hereunder and shall cause all sums outstanding hereunder to become immediately due and payable without notice or demand. Should any sum due hereon not be paid when due, said past due sums shall thereafter bear interest at the highest non-usurious rate permitted by law, or, if none is applicable, 18% per annum (the "Default Rate"). Borrower acknowledges and agrees that the loan evidenced by this Note was made by Holder and used by Borrower solely for Borrower's business purposes. All agreements between Borrower and Holder are expressly limited so that in no contingency or event whatsoever, whether by reason of payment of extension, loan, or commitment fees, of advancement of proceeds, acceleration of maturity of the unpaid principal balance hereof or otherwise, shall the amount paid or agreed to be paid to the holder for the use, forbearance or detention of the principal amount hereof exceed the maximum legal rate permissible under any law which a court of competent jurisdiction may deem applicable hereto. If, from any circumstance whatsoever, fulfillment of any provision of this Note at the time -2- performance of such provision shall be due, shall involve transcending the maximum legal rate of interest prescribed by law which a court of competent jurisdiction may deem applicable hereto or thereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such maximum rate, and if from any circumstance the holder shall ever receive as interest an amount which would exceed said maximum legal rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest; to the extent that such excessive amount exceeds the unpaid principal balance hereon, Holder shall refund it to Borrower. In determining whether excessive interest would be charged hereon, to the extent permitted by applicable law all sums paid or agreed to be paid to the holder for the use, forbearance, or detention of the indebtedness evidenced hereby outstanding from time to time shall be pro rated, amortized, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of the unpaid principal sum so that the actual rate of interest on account of such indebtedness in uniform throughout the term hereof. This provision shall control every other provision of all agreements between Borrower and Holder. This Note may be prepaid, either in full or part, without penalty. The acceptance by Holder of any payment hereunder which is less than payment in full of any amount due and payable by the time of such payment shall not constitute a waiver of the right to exercise any option, right, or remedy at that time or at any subsequent time, nor shall it nullify any prior exercise of any such option, right, or remedy without the express written consent of the holder. All payments on this Note shall be applied first to the payment of principal, and the remainder thereof shall be applied to the reduction of the accrued but unpaid interest due on this Note. Borrower hereby waives diligence and the right to plead any statute of limitations, presentment, grace, protest and demand, and also notice of protest, demand, dishonor and non-payment of this Note, and any and all moratorium, appraisement, exemption and homestead rights now provided or which may hereafter be provided by any federal or state statute including, but not limited to, exemptions provided by or allowed under the Bankruptcy Code, both as to itself personally and as to all of its property, whether real or personal, against the enforcement and collection of the obligations evidenced by this Note and any and all extensions, renewals and modifications hereof. Time is of the essence of each and every provision herein. All amounts payable hereunder are payable in immediately available U.S. funds, without set off or deduction. Any payment received by Holder after 12:00 noon, Pacific Standard Time (or Pacific Daylight Time, when appropriate) should be considered for all purposes (including the calculation of interest and late charges) as having been made on the next following day which is not a Saturday, Sunday, or legal holiday ("business day"); if the date for any payment hereunder falls on a day which is not a business day, then, for all purposes of this Note, the same shall be deemed to have fallen on the next following business day, and such extension of time shall in such case be included in the computation of interest. -3- Borrower agrees to pay to Holder all costs and attorneys' fees incurred by Holder in enforcing its rights and remedies hereunder or under any agreement executed in connection herewith. Payments on this Note, as well as any notices to Holder, are to be mailed or delivered to Holder whose address for this purpose is 340 N. Westlake Boulevard, Suite 230, Westlake Village, California 91362, or to such other place as Holder may from time to time direct by written notice to Borrower. This Note shall be construed according to the laws of the State of California. Borrower hereby submits to personal jurisdiction in said State for the enforcement of its obligations hereunder and waives any and all personal rights under the law of any other jurisdiction to object to such personal jurisdiction within said State of California. This Note may not be changed orally but only by an agreement in writing signed by the party against whom such change is sought to be enforced. This Note is secured by all of Borrower's interest (beneficial or otherwise) in the Waterford Partnership and is delivered pursuant to the Master Agreement entered into among Borrower, Holder, and the Waterford Partnership simultaneously herewith. If any provision hereof is declared to be invalid or unenforceable, it is the intention of Borrower and Holder that the remainder of this document, or, if applicable, the remainder of the invalid or unenforceable clause, sentence, or paragraph, shall be valid and enforced to the fullest extent permitted. Notwithstanding any other provision herein provided that no bankruptcy petition pursuant to Title 11 of the United States Code is filed by or against Borrower for at least 366 days following recordation of all of the originals of the UCC-1 Financing Statements attached as Exhibit "G" to the Master Agreement in the applicable Secretary of State's office, no partner in the Borrower shall have any personal liability hereon, and, in the event of default, Holder's recourse shall be limited to the collateral pledged by Borrower to Holder as well as any other assets of Borrower (and no deficiency judgment shall be sought or obtained against any partner in the undersigned). ANGELES PARTNERS XIV, a California limited partnership By: Angeles Realty Corporation II, a California corporation, Its General Partner By: /s/ Robert D. Long, Jr. ------------------------------- Its: Vice President ------------------------------- -4- EX-99.6 8 d02036a8exv99w6.txt AMENDED/RESTATED SECURED PROMISSORY NOTE-WATERFORD EXHIBIT 99.6 AMENDED AND RESTATED SECURED PROMISSORY NOTE (WATERFORD) Los Angeles, California $458,847.95 as of June 1, 1996 This Amended and Restated Secured Promissory Note amends and restates in its entirety that certain Promissory Note Secured by Mortgage in the principal amount of $325,000.00 dated as of January 13, 1993 as made by Angeles Partners XIV, a California limited partnership, to Angeles Mortgage Investment Trust, a California business trust, and previously amended by that certain Note Modification Agreement dated October 10, 1994, as follows: FOR VALUE RECEIVED, the undersigned, Angeles Partners XIV, a California limited partnership ("Borrower"), promises to pay to the order of Angeles Mortgage Investment Trust, a California business trust, or its assigns (the "Holder"), the principal sum of Four Hundred Fifty-Eight Thousand, Eight Hundred Forty-Seven Dollars and Ninety-Five Cents ($458,847.95), with interest on the unpaid balance thereof at the rate of 12% per annum, compounded monthly, commencing on the date hereof and continuing thereafter until paid in full. Borrower shall pay to Holder on March 15 and October 15 of each year during the remaining term of this Note, commencing October 15, 1996, a payment equal to the Net Cash Flow, if any, generated by the real property owned by Waterford Square Apartments, a California general partnership (the "Waterford Partnership") on or from the real property owned by the Waterford Partnership and located at 201 Queensbury Drive, Huntsville, Alabama (the "Waterford Property"). The term "Net Cash Flow" as used herein shall mean: All gross revenues generated by and from the ownership, use, or rental of the Waterford Property and the apartment complex located and operated thereon generated during the prior six (6) months, including, but not limited to, rents, issues and profits generated by the Waterford Property, laundry facilities, vending machines, et cetera, less (i) ordinary and necessary operating expenses incurred during the applicable six (6) month period with regard to ordinary maintenance and repair and the operation of- the apartment complex on the Waterford Property, (ii) monthly debt- service due to Washington Capital Associates, Inc. ("Washington") on the obligations secured by the existing first priority mortgage on the Waterford Property, and (iii) such capital improvement costs as may be budgeted by the Waterford Partnership's asset management group, submitted to Holder for review no later than thirty (30) days prior to the commencement of the applicable fiscal year and pre-approved by Holder in writing prior to the time that such capital improvement is undertaken.(1) - ---------- (1) Provided, however, that in the event of an "Emergency" (defined below), the Waterford Partnership may make corrective expenditures not provided for in the budget, so long as the Waterford Partnership or Borrower notifies Holder the occurrence of such Emergency, and the related expenditures, as promptly as is reasonably possible. As used herein, an Emergency shall mean an event or occurrence which (i) threatens human safety (ii) constitutes a breach of implied warranty of habitability applicable to the premises or (iii) poses an imminent treat of physical damage to the premises or any part thereof. Borrower shall pay all principal and accrued unpaid interest on the earlier of: (1) March 1, 1998; (2) default by the Waterford Partnership under the terms of the promissory note and/or mortgage (or any related agreement or amendment or modification thereto or refinance thereof) (collectively the "Washington Loan Documents") entered into between Washington and the Waterford Partnership which mortgage constitutes a lien on the Waterford Property to secure the loan ("Washington Loan") evidenced by the Washington Loan Documents; (3) sale of the Waterford Property; (4) sale or refinance of Borrower's interest (beneficial or otherwise) in the Waterford Partnership; (5) any breach by Borrower of any covenant contained in that certain Master Agreement or the Security Agreement and Assignment entered into simultaneously herewith between Borrower and Holder; (6) any covenant, representation or warranty of Borrower or the Waterford Partnership contained in said Master Agreement is breached or determined by Holder to be false; (7) default by Borrower in its obligations under the Amended and Restated Secured Promissory Note (Glenwood) dated June 1, 1996 in the original principal sum of $1,915,127.94 executed by Borrower in favor of Angeles Mortgage Investment Trust. Borrower agrees that, so long as any sums are outstanding hereunder, Borrower's or the Waterford Partnership's payment of any revenues generated by the Waterford Property to any other partner in Borrower (other than asset management fees with regard to the Waterford Property paid to Angeles Realty Corporation II or its affiliates in an amount no greater than $30,000.00 per year), or to Angeles Acceptance Pool, L.P., or any affiliate of Borrower, or any affiliate of Borrower's general partner, or any affiliate of Insignia Financial Group, Inc. shall constitute a default hereunder and shall cause all sums outstanding hereunder to become immediately due and payable without notice or demand. Should any sum due hereon not be paid when due, said past due sums shall thereafter bear interest at the highest non-usurious rate permitted by law, or, if none is applicable, 18% per annum (the "Default Rate"). Borrower acknowledges and agrees that the loan evidenced by this Note was made by Holder and used by Borrower solely for Borrower's business purposes. All agreements between Borrower and Holder are expressly limited so that in no contingency or event whatsoever, whether by reason of payment of extension, loan, or commitment fees, of advancement of proceeds, acceleration of maturity of the unpaid principal balance hereof or otherwise, shall the amount paid or agreed to be paid to the holder for the use, forbearance or detention of the principal amount hereof exceed the maximum legal rate -2- permissible under any law which a court of competent jurisdiction may deem applicable hereto. If, from any circumstance whatsoever, fulfillment of any provision of this Note at the time performance of such provision shall be due, shall involve transcending the maximum legal rate of interest prescribed by law which a court of competent jurisdiction may deem applicable hereto or thereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such maximum rate, and if from any circumstance the holder shall ever receive as interest an amount which would exceed said maximum legal rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest; to the extent that such excessive amount exceeds the unpaid principal balance hereon, Holder shall refund it to Borrower. In determining whether excessive interest would be charged hereon, to the extent permitted by applicable law all sums paid or agreed to be paid to the holder for the use, forbearance, or detention of the indebtedness evidenced hereby outstanding from time to time shall be pro rated, amortized, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of the unpaid principal sum so that the actual rate of interest on account of such indebtedness in uniform throughout the term hereof. This provision shall control every other provision of all agreements between Borrower and Holder. This Note may be prepaid, either in full or part, without penalty. The acceptance by Holder of any payment hereunder which is less than payment in full of any amount due and payable by the time of such payment shall not constitute a waiver of the right to exercise any option, right, or remedy at that time or at any subsequent time, nor shall it nullify any prior exercise of any such option, right, or remedy without the express written consent of the holder. All payments on this Not e shall be applied first to the payment of principal, and the remainder thereof shall be applied to the reduction of the accrued but unpaid interest due on this Note. Borrower hereby waives diligence and the right to plead any statute of limitations, presentment, grace, protest and demand, and also notice of protest, demand, dishonor and non-payment of this Note, and any and all moratorium, appraisement, exemption and homestead rights now provided or which may hereafter be provided by any federal or state statute including, but not limited to, exemptions provided by or allowed under the Bankruptcy Code, both as to itself personally and as to all of its property, whether real or personal, against the enforcement and collection of the obligations evidenced by this Note and any and all extensions, renewals and modifications hereof. Time is of the essence of each and every provision herein. All amounts payable hereunder are payable in immediately available U.S. funds, without set off or deduction. Any payment received by Holder after 12:00 noon, Pacific Standard Time (or Pacific Daylight Time, when appropriate) should be considered for all purposes (including the calculation of interest and late charges) as having been made on the next following day which is not a Saturday, Sunday, or legal holiday ("business day"); if the date for any payment hereunder falls on a day which is not a business day, then, for all purposes of this Note, the same shall be -3- deemed to have fallen on the next following business day, and such extension of time shall in such case be included in the computation of interest. Borrower agrees to pay to Holder All costs and attorneys' fees incurred by Holder in enforcing its rights and remedies hereunder or under any agreement executed in connection herewith. Payments on this Note, as well as any notices to Holder, are to be mailed or delivered to Holder whose address for this purpose is 340 N. Westlake Boulevard, Suite 230, Westlake Village, California 91362, or to such other place as Holder may from time to time direct by written notice to Borrower. This Note shall be construed according to the laws of the State of California. Borrower hereby submits to personal jurisdiction in said State for the enforcement of its obligations hereunder and waives any and all personal rights under the law of any other jurisdiction to object to such personal jurisdiction within said State of California. This Note may not be changed orally but only by an agreement in writing signed by the party against whom such change is sought to be enforced. This Note is secured by all of Borrower's interest (beneficial or otherwise) in the Waterford Partnership and is delivered pursuant to the Master Agreement entered into among Borrower, Holder, and the Waterford Partnership simultaneously herewith. If any provision hereof is declared to be invalid or unenforceable, it is the intention of Borrower and Holder that the remainder of this document, or, if applicable, the remainder of the invalid or unenforceable clause, sentence, or paragraph, shall be valid and enforced to the fullest extent permitted. Notwithstanding any other provision herein, except as hereinafter provided, no partner in the Borrower shall have any personal liability hereon, and in the event of default, holder's recourse shall be limited to the Waterford Property and the other assets of the Borrower, and no deficiency judgment shall be sought or obtained against any partner in the undersigned. If Borrower shall default hereunder, the first sentence of this paragraph shall not be construed to affect in any manner the right of the holder to fully enforce all security rights reserved or granted by the Security Agreement and Assignment executed simultaneously herewith. ANGELES PARTNERS XIV, a California limited partnership By: Angeles Realty Corporation II, a California corporation, Its General Partner By: /s/ Robert D. Long, Jr. --------------------------------------- Its: Vice President --------------------------------------- -4- EX-99.7 9 d02036a8exv99w7.txt SECURITY AGREEMENT AND ASSIGNMENT EXHIBIT 99.7 SECURITY AGREEMENT AND ASSIGNMENT 1. PARTIES. This Security Agreement and Assignment ("Agreement"), dated June 1, 1996, is entered into by and between Angeles Mortgage Investment Trust, a California business trust ("Lender") and Angeles Partners XIV, a California limited partnership ("Debtor"). 2. RECITALS. 2.1. Concurrently herewith, Debtor has executed and delivered to Lender that certain Amended and Restated Secured Promissory Note (Glenwood) in favor of Lender in the original principal amount of $1,915,127.94 (the "Glenwood Note"), a copy of which is attached hereto as Exhibit "1" and incorporated herein by this reference. 2.2. Concurrently herewith, Debtor has executed and delivered to Lender that certain Amended and Restated Secured Promissory Note (Waterford) in favor of Lender in the original principal amount of $458,847.95 (the "Waterford Note"), a copy of which is attached hereto as Exhibit "2" and incorporated herein by this reference. 2.3. Debtor and Angeles Realty Corporation II, a California corporation ("ARC") are the only partners in Waterford Square Apartments, a California general partnership (the "Waterford Partnership"). 2.4. As security for payment of the Glenwood Note and the Waterford Note and the performance of its obligations thereunder, Debtor desires to pledge and grant to Lender, or cause to be pledged and granted to Lender, and to create, or cause to be created, a security interest in its partnership interest in the Waterford Partnership on the terms and conditions hereinafter set forth. 3. GRANT OF SECURITY INTEREST. As security for the full, punctual and prompt payment of the Glenwood Note and the Waterford Note and the performance of its obligations thereunder, and for good and valuable consideration, the receipt and-adequacy of which are hereby acknowledged, Debtor hereby grants to Lender a security interest in Debtor's partnership interest in the Waterford Partnership including any income, profits, distribution rights and capital accounts relating thereto (collectively the "Collateral") , as now held and to any additional extent acquired hereafter. 4. PERFECTION OF SECURITY INTEREST. In connection with the grant of the security interest set forth in Section 3 above, Debtor shall execute and deliver to Lender Financing Statements on Form UCC-1, securing said security interest, in the form attached as Exhibit "G" to the Master Agreement entered into between Debtor, Lender and the Waterford Partnership simultaneously herewith (the "Loan Agreement"). 5. ASSIGNMENT. 5.1. Concurrently with the execution hereof, Debtor has delivered to Lender a fully executed assignment of certain of its rights to and interests in the Collateral (the "Assignment") in the form attached hereto as Exhibit "3" and incorporated herein by this reference. 5.2. Debtor agrees that the Assignment shall be held by Lender as security until the Glenwood Note and the Waterford Note and any amounts owing thereunder have been fully repaid to Lender. In the event of a default, as defined in Section 9 hereof, Lender shall be authorized to use the Assignment in accordance with the terms hereof. 6. RIGHTS RESERVED TO DEBTOR AND ASSIGNMENT OF DISTRIBUTIONS. So long as Debtor is not in default, as defined in Section 9 hereof, Debtor shall remain the record owner of the Collateral and shall retain all rights and powers as a partner of the Waterford Partnership including any right to vote; provided, however, that until the Glenwood Note and the Waterford Note are repaid in full, all cash distributions or distributions in kind to which Debtor would otherwise be entitled by virtue of its interest in the Waterford Partnership shall be distributed directly to Lender to be credited as payments on the Waterford Note and then the Glenwood Note, and Debtor by executing this Agreement hereby assigns such distributions to Lender and irrevocably instructs any person acting on behalf of the Waterford Partnership to make such distributions to which Debtor is otherwise entitled directly to Lender. In the event of such a default, Lender shall acquire all of Debtor's rights, but none of Debtor's obligations, duties, or liabilities, as a partner of the Waterford Partnership, as provided in Section 10.6 hereof. 7. DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants as follows: 7.1. The Collateral is, and at all times hereafter shall be, free and clear of any and all mortgages, liens, pledges, charges, encumbrances, equities, claims, interests or restrictions of any nature whatsoever, other than those created pursuant to this Agreement; 7.2. The security interest granted to Lender pursuant to this Agreement is, and hereafter at all times shall be, a valid, perfected, first priority security interest in the Collateral; 7.3. Debtor is the absolute owner of the Collateral with full right to pledge, sell, transfer, and create a security interest therein free and clear of any and all mortgages, liens, pledges, charges, encumbrances, whatsoever, other than those created pursuant to this Agreement; 7.4. Debtor and ARC are the only partners in the Waterford Partnership and ARC is the managing partner of the Waterford Partnership; 7.5. Neither the obligations of Debtor called for in this Agreement nor the grant of the security interest provided for herein will result in or constitute a default, or an event that with notice or lapse of time or both, would be a default, breach or violation of any agreement, -2- instrument or arrangement to which Debtor is party or by which Debtor or any of Debtor's property is bound; and 7.6. Attached as Exhibit "4" is a true and correct copy of the Waterford Partnership partnership agreement and all amendments, if any, thereto (collectively the "Partnership Agreements"). 8. COVENANTS OF DEBTOR. Debtor hereby covenants as follows: 8.1. To immediately notify ARC of the granting of the security interest and assignment of partnership interest hereunder and to obtain any and all necessary consents to the grant of security interest and assignment of partnership interest provided for herein, as well as a waiver of ARC's right of first refusal, if any, with regard to the Collateral; 8.2. To procure, execute and deliver from time to time any endorsements, assignments, financing statements, or other writings deemed necessary or appropriate by Lender to perfect, maintain or protect its security interest hereunder and the priority thereof; 8.3. Not to permit any lien or security interest other than that created hereby to attach to the Collateral; 8.4. At Debtor's own cost or expense, to appear in and defend any action or proceeding which may affect Debtor's title to, or Lender's interest in, the Collateral; 8.5. If Lender gives value to enable Debtor to acquire additional rights or interests in connection with the Collateral, to use such value for such purpose; 8.6. Not to sell, transfer, hypothecate, encumber, or otherwise dispose of or transfer Debtor's interests in the Waterford Partnership or any right or interest therein, without Lender's prior written consent; 8.7. Not to take any action, or exercise any right or power as an individual or as a partner of the Waterford Partnership which would contravene the provisions of this Agreement or-which would result in a breach of the partnership agreement of the Waterford Partnership, or which, would result in any of the Waterford Partnership being, with notice, lapse of time or otherwise, in breach of, or in default under, any agreement by which the Waterford Partnership is bound; and 8.8. To permit no amendment or modification to the Partnership Agreement without Lender's prior written consent, and if such amendment or modification is made without Lender's consent, it shall be null and void. -3- 9. EVENT OF DEFAULT. 9.1. At the option of Lender, the occurrence of any of the following events shall constitute a default by Debtor under this Agreement: 9.1(a) Failure of Debtor to make full payment of the principal and interest due under the Glenwood Note in accordance with the terms thereof; 9.1(b) Failure of Debtor to make full payment of the principal and interest due under the Waterford Note in accordance with the terms thereof; 9.1(c) Debtor's breach of, or its failure to perform, any- obligation, covenant, condition, representation or warranty contained in this Agreement, the Loan Agreement, the Glenwood Note, or the Waterford Note. 9.2. Lender shall give written notice to Debtor upon the occurrence of any default hereunder (the "Notice of Default"). In the event that Debtor fails to cure any default within ten (10) days of the giving of the Notice of Default, Lender shall have all of the rights and remedies provided in Section 10 below. 10. LENDER'S RIGHTS UPON DEFAULT. 10.1. Upon the happening of any default, as defined in Section 9 hereof, which has not been cured by Debtor within the time provided in Section 9, Lender may, at its sole option, declare the entire unpaid balance of principal and interest owing under the Glenwood Note and the Waterford Note immediately due and payable. In addition, Lender may pursue any or all of the remedies and exercise any or all rights set forth in this Section 10. 10.2. Lender may exercise all remedies of a secured party under the Uniform Commercial Code of California (the "UCC") including, but not limited to, the following: 10.2(a) Retention of Collateral. Lender may elect to retain the Collateral or any part thereof in satisfaction of Debtor's obligations under the Note in accordance with UCC Section 9505. Lender may notify Debtor of his election to so retain the Collateral in the Notice of Default, or in a separate written notice sent to Debtor after its default. 10.2(b) Disposition of Collateral. Lender may sell or otherwise dispose of the Collateral or any part thereof at a private sale. Lender may notify Debtor of its election to so dispose of the Collateral in the Notice of Default, or in a separate written notice sent to Debtor after its default. Lender's notice to Debtor of its election to dispose of the Collateral shall include notice of the time on or after which such private sale or other intended disposition is to be made. 10.3. Lender's delay or failure to exercise the remedies described herein shall not be deemed a waiver of its rights to exercise the right of sale following a default. The rights and duties of Lender and Debtor, the mechanics for sale and retention of the Collateral following a -4- default, and the disposition or application of the proceeds of the sale of the Collateral shall be as set forth in the UCC. 10.4. Except as otherwise limited by the Note, Lender may do any and all other acts, and take any proceedings, allowed by law or in equity to enforce Lender's rights to collect the obligations secured by this Agreement. 10.5. Debtor hereby irrevocably appoints Lender as its attorney-in-fact with such power to be effective upon any default by Debtor hereunder which is not cured within the time permitted under Section 9 hereof. In this capacity, Lender may exercise all rights and powers as Debtor might exercise with respect to the Collateral, including, without limitation, the right to transfer the Collateral to Lender's name or to the name of its nominee or that of any party to whom Lender conveys the Collateral, and the right to execute any documents to effectuate a transfer of Debtor's partnership interest in the Waterford Partnership. Lender shall not be required to make any presentment, demand, or protest, or give any notice, and Lender need not take any action to preserve any rights against any prior party or any other person in connection with the Note or with respect to the Collateral. 10.6. Upon Debtor's default, and until such time as Lender disposes of the Collateral in accordance with the provisions of this Section 10, Lender shall (subject to paragraph 10.7 hereof with regard to voting rights) be entitled to exercise any and all of Debtor's rights as a partner in the Waterford Partnership, including, but not limited to all rights to capital, profit, distributions and properties, and to request and obtain information from the Waterford Partnership. In this connection, Lender may immediately notify the Waterford Partnership of any default by Debtor, and the Waterford Partnership shall remit all payments or other distributions to which Debtor otherwise would be entitled directly to Lender. 10.7. In addition to all other rights and remedies granted to Lender hereunder, upon the occurrence of an Event of Default as described in paragraph 9 hereof, Lender may, by written notice to Debtor and Angeles Realty Corporation II, as managing general partner of the Waterford Partnership, be entitled to become a substitute partner in the Waterford Partnership in place of Debtor and have all rights and remedies, including but not limited to, voting rights inuring to Debtor under the Partnership Agreement. Provided, however, that unless and until Lender elects in writing to become a substitute partner in the Waterford Partnership, Lender shall not assume or be deemed to assume any obligations or duties as a partner in the Waterford Partnership. Debtor shall indemnify, defend, and hold Lender harmless from all claims or damages which may arise from the Collateral. 10.8. The parties hereby agree that all rights and remedies hereunder shall be separate and cumulative and in addition to any rights or remedies available at law, and Lender shall have the right to enforce one or more remedies under this Agreement or pursuant to law successively or concurrently, and no action or proceeding shall operate to, or be deemed to, estop or prevent Lender from the pursuit of any further remedy which it may have by this Agreement or by law. -5- 11. TERMINATION. This Agreement shall terminate, and the Assignment shall be returned to Debtor, when Debtor has paid or caused to be paid to Lender all amounts due and owing to Lender under the Glenwood Note and the Waterford Note, the Loan Agreement and this Agreement, and has tendered any and all non-monetary obligations due Lender under the Glenwood Note and the Waterford Note, the Loan Agreement and this Agreement. 12. NOTICES. 12.1. Any and all notices, requests or demands shall be in writing. They may be served either personally or by certified mail. If served personally, such service shall be deemed made at the time of service. If served by certified mail, service conclusively shall be deemed made forty-eight (48) hours after the deposit thereof in the U.S. Mail, postage prepaid, addressed to the person to whom such notice or demand is to be given, addressed as follows: If to Lender: Angeles Mortgage Investment Trust 340 North Westlake Boulevard Suite 230 Westlake Village, CA 91362 If to Debtor: Angeles Partner XIV c/o Insignia Financial Group, Inc. One Insignia Financial Plaza Greenville, SC 29602 12.2. Any party may change the address to which notices are to be sent by notification given to the other party of such change of address in writing in accordance with the provisions hereof. 13. INDEMNIFICATION. Debtor shall defend, indemnify and hold Lender free and harmless from and against, and in respect of, any and all loss, cost, damage, liability or expense (including, but not limited, actual attorneys fees and costs) that Lender shall incur or suffer, which arise or result from, or relate to any breach of or failure by Debtor to perform its representations, warranties, covenants, obligations or agreements set forth herein, in the Glenwood Note or the Waterford Note, or in any document executed pursuant to this Agreement, the Glenwood Note or the Waterford Note. -6- 14. MISCELLANEOUS. 14.1. The subject headings of the Sections of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 14.2. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 14.3. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14.4. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over against any party to this Agreement. 14.5. Nothing contained herein shall be construed to require the commission of any act contrary to law. Should there be any conflict between any provision hereof or any present or future statute, law, ordinance or regulation, the latter shall prevail, but the provisions of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law, and the remaining provisions of this Agreement shall remain in full force and effect. 14.6. Debtor shall reimburse Lender, upon demand, for any and all costs and expenses, including, without limitation, attorneys' fees, that Lender may incur in enforcing its rights or pursuing any remedies hereunder, which costs and expenses are secured hereby. 14.7. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and assigns. 14.8. This Agreement shall be construed in accordance with, and governed by, the laws of-the State of California. -7- IN WITNESS WHEREOF, the parties to this Agreement have duly executed it as of the day and year first above written. "LENDER" ANGELES MORTGAGE INVESTMENT TRUST, a California Business Trust By: /s/ Ann Merguerian --------------------------------------- Its: Vice President --------------------------------------- "DEBTOR" ANGELES PARTNERS XIV, a California limited partnership By: Angeles Realty Corporation, a California Corporation, Its General Partner By: /s/ Robert D. Long, Jr. ----------------------------------- Its: Vice President ----------------------------------- -8- ACKNOWLEDGEMENT AND CONSENT TO PLEDGE AND ASSIGNMENT OF PARTNERSHIP INTEREST AND WAIVER OF RIGHT OF FIRST REFUSAL The undersigned, Angeles Realty Corporation II, a California corporation, being the managing general partner in Waterford Square Apartments, a California general partnership (the "Waterford Partnership"), hereby acknowledges and consents to the foregoing pledge by Angeles Partner XIV ("AP XIV") to Angeles Mortgage Investment Trust ("AMIT") of AP XIV's partnership interest and related rights in the Waterford Partnership on the terms set forth in the foregoing Security Agreement and Assignment, and exhibits thereto. The undersigned hereby waives its right of first refusal and all other rights related thereto as provided in Section 7.2(b) of the Amended and Restated Agreement of Partnership of Waterford Square Apartments, a California general partnership dated April 1, 1993 (the "Partnership Agreement"). The undersigned further covenants and agrees that, notwithstanding the provisions of Section 6.1 of the Partnership Agreement, until such time as the obligations referred to in the foregoing Security Agreement and Assignment as the "Waterford Note" and the "Glenwood Note," are paid in full, the undersigned shall not exercise its powers under Section 6.1(c) (except in the ordinary course of the Waterford Partnership's business), (d), (e), (f), (g) (except in the ordinary course of the Waterford Partnership's business), or (i) of the Partnership Agreement, without AMIT's prior written consent. EXECUTED as of June 1, 1996. ANGELES REALTY CORPORATION II, a California corporation By: /s/ Robert D. Long, Jr. ------------------------------------ Its: Vice President ------------------------------------ EX-99.8 10 d02036a8exv99w8.txt AMENDMENT TO AMENDED/RESTATED PROMISSORY NOTE EXHIBIT 99.8 AMENDMENT TO AMENDED AND RESTATED SECURED PROMISSORY NOTE (WATERFORD) THIS Amendment to Amended and Restated Secured Promissory Note (the "Amendment") is entered into by and between ANGELES PARTNERS XIV, a California limited partnership ("Borrower") and ANGELES MORTGAGE INVESTMENT TRUST, a California business trust ("Holder") as of this 13th day of July, 1998. RECITALS: An Amended and Restated Secured Promissory Note dated as of June 1, 1996 was entered into between Borrower and Holder (the "Amended and Restated Note"), which Amended and Restated Note amended and restated that certain Promissory Note Secured by Mortgage in the original principal sum of $325,000.00 dated as of January 13, 1993 (the "Note"), which Note was amended by that certain Note Modification Agreement dated October 10, 1994. The original principal sum of the Amended and Restated Note was $458,847.95. The obligations of Borrower under the Amended and Restated Note are secured by a security interest granted to Holder in the partnership interest of Borrower in Waterford Square Apartments, a California general partnership, pursuant to that certain Security Agreement and Assignment dated as of June 1, 1996 entered into between Borrower and Holder, which security interest was perfected by the filing of UCC-1 Financing Statements in the appropriate filing offices in the States of California, South Carolina and Alabama. The parties are desirous of further amending the Amended and Restated Note as hereinafter provided. NOW, THEREFORE, for and in consideration of the mutual premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Holder hereby agree to amend the Amended Note as follows: 1. The reference on Page 2 of the Note to March 1, 1998 is hereby changed to March 1, 2002. 2. The outstanding principal balance due under the Note as of March 1, 1998 is $410,533.65. The amount of accrued but unpaid interest due under the Note as of March 1, 1998 is $18,652.40. The total amount of the unpaid principal balance plus accrued interest thereon as of March 1, 1998 is $429,186.05. As consideration to Holder for granting the extension of the maturity date as provided herein, it is agreed that Borrower will pay a 1% loan fee to Holder in the amount of $4,291.86, which amount when added to tile outstanding principal balance plus accrued interest of $429,186.05, results in a restated principal loan balance of $433,477.91 due under the Note as of the date hereof. 3. The Note, as amended hereby, is and shall remain secured by that certain Security Agreement and Assignment dated as of June 1, 1996 between Holder and Borrower, and subject to the terms of the Master Agreement dated June 1, 1996 among Holder, Borrower and Waterford Square Apartments. 4. The Note as amended hereby, is and shall remain secured by that certain Security Agreement and Assignment dated as of June 1, 1996 between Holder and Borrower, and subject to the terms of the Master Agreement dated June 1, 1996 among Holder, Borrower, and Waterford Square Apartments. 5. Except as specifically amended herein, the provisions of the Amended and Restated Note shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed the within Amendment effective as of the day and year first above written. ANGELES PARTNERS XIV, a California limited partnership BY: ANGELES REALTY CORPORATION II, A California corporation (General Partner) By: /s/ Robert D. Long Jr. -------------------------------------------- Robert D. Long, Jr., Vice President ANGELES MORTGAGE INVESTMENT TRUST, A California business trust By: /s/ Ann Merguerian -------------------------------------------- Ann Merguerian, Vice President WATERFORD SQUARE APARTMENTS, a California general partnership BY: ANGELES PARTNERS XIV, a California limited partnership (a General Partner) BY: Angeles Realty Corporation II, its General Partner BY: /s/ Robert D. Long, Jr. ---------------------------------------- Robert D. Long, Jr., Vice President BY: ANGELES REALTY CORPORATION II, a California corporation (a General Partner) BY: ANGELES REALTY CORPORATION II, A California corporation (a General Partner) BY: Robert D. Long, Jr. -------------------------------------------- Robert D. Long, Jr., Vice President -2- EX-99.9 11 d02036a8exv99w9.txt CERTIFICATE OF JUDGMENT EXHIBIT 99.9 STATE OF ALABAMA CASE NUMBER UNIFIED JUDICIAL SYSTEM CERTIFICATE OF JUDGMENT CV-98-1748-JPS FORM C-28 REV. 10/86 IN THE CIRCUIT COURT OF MADISON COUNTY, ALABAMA PLAINTIFF(S) ANGELES ACCEPTANCE POOL, L.P. DEFENDANT(S) ANGELES PARTNERS, XIV 6700 FALLBROOK AVENUE, STE. 191 V ADDRESS: ONE INSIGNIA FINANCIAL PLAZA WEST HILLS, CALIFORNIA 91307 GREENVILLE, SOUTH CAROLINA 29602 ADDITIONAL DEFENDANT(S) ADDRESS:
I, Jane Smith Clerk/Register of the above named Court hereby certify that on (date) December 11, 1998 plaintiff Angeles Acceptance Pool, L.P. recovered of defendant Angeles Partners XIV in said Court a judgment (without) waiver of exemptions for the sum of $7,161,574.74 Dollars plus $128.50 Dollars court costs, and that Daniel D. Sparks 505 N. 20th Street, Ste. 1700, Birmingham, AL 35203 is plaintiff's attorney of record. Given under my hand this date Dec. 9, 2002 . -------------------------------- /s/ Jane Smith --------------------------------------- Clerk/Register I certify that this instrument was filed for record in my office on (date) at (time) ____________________________________ and duly recorded in book _________________ page _________. ---------------------------------------- Judge of Probate -----END PRIVACY-ENHANCED MESSAGE-----