Reschke Michael W, et al. – ‘SC 13D/A’ on 3/2/99 re: Brookdale Living Communities Inc – EX-13

As of:  Tuesday, 3/2/99   ·   Accession #:  950131-99-1249   ·   File #:  5-51593

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          18     73K 
                          Ownership                                              
 2: EX-9        Loan Agreement                                        37    160K 
 3: EX-10       Pledge Agreement                                      16     55K 
 4: EX-11       Continuing Unconditional Guaranty                      9     33K 
 5: EX-12       First Amendment to Loan Documents                      5     18K 
 6: EX-13       Assumption Agreement                                   3     13K 

EX-13   —   Assumption Agreement

EX-13
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                                                                    EXHIBIT XIII

ASSUMPTION AGREEMENT  
--------------------  

         This Assumption Agreement (this "Agreement") is made and entered into
               ---------
as of the 18th day of December, 1998, by and between Prime Group VI, L.P., an   
Illinois limited partnership ("PG6LP"), and Prime Group III, L.P., an Illinois  
-----             
limited partnership ("PG3LP").                                                  
-----                               

W I T N E S S E T H 
------------------- 

          WHEREAS, PG6LP is a party to that certain Stock Purchase Agreement and
Agreement Concerning Option Shares (the "Stock Purchase Agreement"), dated as of
                          ------------------------
May 7, 1997, among The Prime Group, Inc., an Illinois corporation ("PGI"), PG6LP
                                                           ---
and Darryl W. Copeland, Jr., an individual ("DWC"), a copy of which is attached 
             ---
hereto as Exhibit A; and                                                        
---------                                                   

       WHEREAS, the Stock Purchase Agreement, in part, provides that PG6LP
agrees to sell to DWC, and DWC agrees to purchase from PG6LP, 25,000 shares (the
"Purchase Shares") of common stock of Brookdale Living Communities, Inc.        
---------------                                                               
("BLCI") for the purchase price and upon the terms and conditions set forth in  
----                                                                        
the Stock Purchase Agreement; and                                               

     WHEREAS, PG6LP recently obtained a loan (the "LaSalle Loan") from
                                            ------------
LaSalle National Bank ("LaSalle") and secured repayment of the LaSalle Loan with
-------                         
a pledge to LaSalle of various securities held by PG6LP, including a certain    
number of shares of stock of BLCI, but not including the Purchase Shares; and   

      WHEREAS, in connection with the closing of the LaSalle Loan, PG6LP
distributed to Prime Group II, L.P., an Illinois limited partnership ("PG2LP"), 
                                                                   -----
the Purchase Shares and all rights to receive the Unpaid Portion of the Periodic
Payments (as such terms are defined in the Stock Purchase Agreement) from DWC   
(the "Unpaid Periodic Payments"), and PG2LP, in turn, contributed the Purchase  
------------------------                                            
Shares and the Unpaid Periodic Payments to PG3LP, and, in connection therewith, 
PG3LP agreed to assume all of the obligations of PG6LP under the Stock Purchase 
Agreement.                                                                      

EX-13
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        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:                                                                        

       1.   PG3LP hereby assumes all of the obligations of PG6LP under the
         Stock Purchase Agreement and, in connection therewith, hereby agrees to
     deliver a certificate representing the Purchase Shares to Winston &
      Strawn as "Escrow Agent" pursuant to Section 3 of the Stock Purchase
Agreement.                                                    

     2.    All notices and other communications which otherwise would be
delivered to PG6LP under the Stock Purchase Agreement shall be
         delivered to PG3LP at the following address (and Section 4 of the Stock
Purchase Agreement is hereby amended accordingly):            

If to PG3LP, to:                                  

Prime Group III, L.P.                   
c/o The Prime Group, Inc.               
77 West Wacker Drive                    
Suite 3900, until February 1, 1999      
    (Suite 4200 from and after February 1, 1999)
Chicago, Illinois 60601                 
Attn: Michael W. Reschke                
Telecopy Number: 312/917-1511           

With a copy to:                                   

The Prime Group, Inc.                   
77 West Wacker Drive                    
Suite 4200                              
Chicago, Illinois 60601                 
Attn: Robert J. Rudnik                  
Telecopy Number: 312/917-8442           

[signature page follows]  

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EX-13
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          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.                                           

                            PRIME GROUP VI, L.P.

                                        By: PGLP, INC., Managing General
                       Partner

                                By: /s/ Robert J. Rudnik
                                                --------------------------------
                           Its: Vice President
                                                 -------------------------------

                             PRIME GROUP III, L.P.

                                        By: PGLP, INC., Managing General
                       Partner

                                By: /s/ Robert J. Rudnik
                                                --------------------------------
                           Its: Vice President
                                                 -------------------------------

ACKNOWLEDGED BY:                                                                

/s/ Darryl W. Copeland                                                          
------------------------------------                                            
Darryl W. Copeland, Jr.                                                         
Date: December 18, 1998                                                         

3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/2/99
		2/1/99		2
		12/18/98		3
		5/7/97		1					3/A
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