Prime Retail Inc/Bd/ Sample Contracts

Ex-10.53
Purchase and Sale Agreement • March 29th, 2002 • Prime Retail Inc/Bd/ • Real estate investment trusts • Maryland
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Ex-10.47
Loan Agreement • March 29th, 2002 • Prime Retail Inc/Bd/ • Real estate investment trusts • New York
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 4th, 2003 • Prime Retail Inc/Bd/ • Real estate investment trusts
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • March 31st, 1999 • Prime Retail Inc • Real estate investment trusts • Delaware
RECITALS
Promissory Note • March 28th, 2003 • Prime Retail Inc/Bd/ • Real estate investment trusts • New York
of
Registration Rights Agreement • March 31st, 1999 • Prime Retail Inc • Real estate investment trusts • Maryland
Ex-10.48
Employment Agreement • March 29th, 2002 • Prime Retail Inc/Bd/ • Real estate investment trusts • Maryland
Ex-10.51
Employment Agreement • March 29th, 2002 • Prime Retail Inc/Bd/ • Real estate investment trusts • Maryland
AGREEMENT ---------
Modification Agreement • March 28th, 2003 • Prime Retail Inc/Bd/ • Real estate investment trusts
Ex-10.46
Loan Agreement • March 29th, 2002 • Prime Retail Inc/Bd/ • Real estate investment trusts • New York
Ex-10.49
Employment Agreement • March 29th, 2002 • Prime Retail Inc/Bd/ • Real estate investment trusts • Maryland
Page (2)
Employment Agreement • March 28th, 2003 • Prime Retail Inc/Bd/ • Real estate investment trusts
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ARTICLE 1 DEFINITIONS
Purchase and Sale Agreement • August 18th, 1999 • Prime Retail Inc/Bd/ • Real estate investment trusts • Maryland
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
Stock Certificate • October 13th, 1998 • Prime Retail Inc • Real estate investment trusts

THIS CERTIFIES THAT *** SPECIMEN *** IS THE OWNER OF _____________________________________ __________________________________________ FULL PAID AND NON-ASSESSABLE SHARES OF SERIES C CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK OF PRIME RETAIL, INC. TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED, ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 14th, 2000 • Prime Retail Inc/Bd/ • Real estate investment trusts • Maryland
AND
Real Estate Sale Agreement • August 9th, 2002 • Prime Retail Inc/Bd/ • Real estate investment trusts • New York
Page (2)
Employment Agreement • March 28th, 2003 • Prime Retail Inc/Bd/ • Real estate investment trusts
Ex-10.54 Prime Retail, Inc. Prime Retail, L.P. 100 East Pratt Street 19th Floor Baltimore, MD 21202 April 24, 2001
Separation Agreement • March 29th, 2002 • Prime Retail Inc/Bd/ • Real estate investment trusts

This letter will confirm our understanding that, in consideration for your capital contribution of $200,000 in immediately available funds to the Operating Partnership, receipt of which is hereby acknowledged, the Operating Partnership will specially allocate to you, as a limited partner of the Operating Partnership for each taxable year of the Operating Partnership for federal income tax purposes in which the Operating Partnership reports (as is required by Section 2(c) of the Agreement, superceding any provisions in the Operating Partnership's Partnership Agreement to the contrary) the payments made to you under Section 2(a) and (c) of the Agreement as "guaranteed payments" within the meaning of Section 707(c) of the Internal Revenue Code of 1986, as amended (the "Code"), the corresponding deductions (if any) resulting from such guaranteed payments (the "Annual Corresponding Deductions").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2001 • Prime Retail Inc/Bd/ • Real estate investment trusts
Page (2)
Employment Agreement • March 28th, 2003 • Prime Retail Inc/Bd/ • Real estate investment trusts
SEPARATION AGREEMENT
Separation Agreement • April 14th, 2000 • Prime Retail Inc/Bd/ • Real estate investment trusts • Maryland
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