Exhibit II
FIRST AMENDMENT TO PLEDGE
AND SECURITY AGREEMENT [LAKE XXXXXX]
THIS FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT [LAKE XXXXXX] (this
Amendment") is made as of August 31, 1994, by PRIME GROUP II, L.P., an Illinois
limited partnership ("Pledgor"), and XXXXXX INVESTORS LIFE INSURANCE COMPANY, an
Illinois insurance corporation ("Pledgee").
RECITALS:
WHEREAS, Pledgor has executed and delivered to Pledgee a certain Pledge
and Security Agreement [Lake Xxxxxx], made as of March 22, 1994 (the "Pledge and
Security Agreement"); and
WHEREAS, Pledgor and Pledgee desire to amend and modify the Pledge and
Security Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgor and Pledgee hereby agree as follows:
1. The Pledge and Security Agreement is hereby amended and modified to
substitute as Exhibit A and Exhibit A-1 thereto the "Exhibit A" and "Exhibit
A-l" attached hereto and made a part hereof.
2. Except to the extent expressly amended and modified hereby, the Pledge
and Security Agreement shall remain in full force and effect, unmodified, in
accordance with its terms.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered as of the date and year first above written.
PRIME GROUP II, L.P., an Illinois limited
partnership
By: PGLP, Inc., an Illinois corporation, its
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Its: President
XXXXXX INVESTORS LIFE INSURANCE COMPANY,
an Illinois insurance corporation
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Its: Authorized Signatory
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ACKNOWLEDGEMENT AND CONSENT
The undersigned hereby acknowledge and consent to the foregoing First
Amendment to Pledge and Security Agreement [Lake Xxxxxx].
Dated: August 31, 1994
PRIME RETAIL, L.P., a Delaware limited
partnership
By: Prime Retail, Inc., a Maryland corporation,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
PRIME RETAIL, INC., a Maryland corporation
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
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EXHIBIT A
LAKE XXXXXX(1)
Project: The Island on Lake Xxxxxx
Lender: Xxxxxx Investors Life Insurance Company ("KILICO") has
provided credit support/enhancement with respect to the Loan.
Borrower: The Island on Lake Xxxxxx, Ltd., a Texas limited partnership
Prime (1) The Lake Xxxxxx Island, Ltd., a Texas limited
Partner(s): partnership, general partner (50%) [comprised of The Prime
Group, Inc., general partner (94%) and Prime International,
Inc. (6%), limited partner] and (2) Prime International,
Inc., limited partner (50%)
Loan: The Loan made pursuant to the Loan Agreement between Capital
Health Facilities Development Corporation and Borrower dated
12/1/86 in connection with the $25,000,000 Capital Health
Facilities Development Corporation Health Facilities
Development Revenue Bonds (The Island on Lake Xxxxxx, Ltd.
Project) Series 1986; the "Loan" shall include principal and
interest payable under any note or other reimbursement
obligation of Borrower to Lender relating to Lender's credit
support/enhancement of the Loan
Guaranty/ Limited Recourse Guaranty [Lake Xxxxxx] by Prime Group II,
Guarantor: L.P., an Illinois limited partnership, in favor of KILICO
Initial
Pledge
Amount: $8,723,000
Number of
Common Units
Pledged: 690,276
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(1) No reallocation pursuant to Section 2.7(c) permitted.
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EXHIBIT A-1
1. DEVONSHIRE
Project: The Devonshire Senior Housing Facility, Lisle, Illinois
Lender: Xxxxxx Investors Life Insurance Company ("KILICO"). KILICO
has provided credit support/enhancement with respect to the
Loan.
Borrower: The Ponds of Pembroke Limited Partnership, an Illinois
limited partnership
Prime The Prime Group, Inc. (25%), general partner
Partner(s):
Loan: Collectively: (1) the Loan made pursuant to the Amended and
Restated Loan Agreement between the Village of Lisle and
Borrower dated 12/1/87 in connection with the $27,000,000
Village of Lisle, Illinois Multi-Family Housing Revenue Bonds
(Ashley of Lisle Project) and (2) the Loan made pursuant to
the Loan Agreement between the Village of Lisle, Illinois and
Borrower dated 8/15/91 as amended and restated on 1/15/93 in
connection with the $6,000,000 Village of Lisle, Illinois
Multi-Family Housing Revenue Bonds Series 1991 (Devonshire of
Lisle Project); the "Loan" shall include principal and
interest payable under any note or other reimbursement
obligation of Borrower to Lender relating to Lender's credit
support/enhancement of the Loan
Guaranty/ Limited Recourse Guaranty [Devonshire] by Prime Group II,
Guarantor: L.P., an Illinois limited partnership, in favor of KILICO
Initial
Pledge
Amount: $1,442,000
Number of
Common Units
Pledged: 114,110
2. HUNTLEY(1)(2)(3)
Project: Vacant land in Huntley, Illinois
Lender: Xxxxxx Investors Life Insurance Company ("KILICO")
Borrower: Huntley Development Limited Partnership, an Illinois limited
partnership ("HDLP") and American National Bank and Trust
Company of Chicago, not personally but as Trustee under Trust
No. 109743-01, of which HDLP
is the sole beneficiary ("Trust").
Prime (1) Huntley Development Company (1%), general partner (owned
Partner(s): 100% by Prime International, Inc. ("PI")) and (2) PI (99%),
limited partner
Loan: Collectively: (1) the Loan evidenced by the Amended and
Restated Promissory Note dated 11/30/92 of PI to KILICO in
the stated principal amount of $25,100,000, as amended from
time to time; (2) the Loan evidenced by the Promissory Note
dated 6/13/91 of Elite Financial, Inc. ("Elite") to KILICO,
as amended from time to time, the proceeds of which were used
by Elite to make a loan to Borrower pursuant to the
Promissory Note dated as of 6/13/91 in the original principal
amount of $7,800,000; (3) the Loan evidenced by the
Promissory Note of Elite to KILICO dated 5/31/91 in the
original principal amount of $2,279,750, which Promissory
Note was modified by an Allonge to Promissory Note dated
8/1/91 increasing the stated principal amount to $2,500,000,
as further amended or modified from time to time, the
proceeds of which were used by Elite to make a loan to
Borrower pursuant to a Promissory Note dated 5/31/91 in the
original principal amount of $2,279,750, which Promissory
Note was amended by an Allonge to Promissory Note dated
8/1/91 increasing the stated principal amount to $2,500,000;
and (4) the obligation of PI to purchase from KILICO a 50%
participation interest in those certain Tax Increment
Allocation Revenue Bonds (Huntley Redevelopment Project),
Series 1 through 32, pursuant to a Bond Participation
Agreement between KILICO and PI, dated as of March 22, 1994.
Guaranty/ Limited Recourse Guaranty [Huntley] by Prime Group II, L.P.,
Guarantor: an Illinois limited partnership, in favor of KILICO
Initial
Pledge
Amount: $8,858,000
Number of
Common Units
Pledged: 700,960
3. LAKE XXXXXX(3)
Project: The Island on Lake Xxxxxx
Lender: Xxxxxx Investors Life Insurance Company ("KILICO"). KILICO
has provided credit support/enhancement with respect to the
Loan.
Borrower: The Island on Lake Xxxxxx, Ltd., a Texas limited partnership
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Prime (1) The Lake Xxxxxx Island, Ltd., a Texas limited
Partner(s): partnership, general partner (50%) (comprised of The Prime
Group, Inc., general partner (94%) and Prime International,
Inc. (6%), limited partner] and (2) Prime International,
Inc., limited partner (50%)
Loan: The Loan made pursuant to the Loan Agreement between Capital
Health Facilities Development Corporation and Borrower dated
12/1/86 in connection with the $25,000,000 Capital Health
Facilities Development Corporation Health Facilities
Development Revenue Bonds (The Island on Lake Xxxxxx, Ltd.
Project) Series 1986; the "Loan" shall include principal and
interest payable under any note or other reimbursement
obligation of Borrower to Lender relating to Lender's credit
support/enhancement of the Loan
Guaranty/ Limited Recourse Guaranty [Lake Xxxxxx] by Prime Group II,
Guarantor: L.P., an Illinois limited partnership, in favor of KILICO
Initial
Pledge
Amount: $8,723,000
Number of
Common Units
Pledged: 690,276
4. NAPERVILLE
Project: Vacant property in Naperville, Illinois
Lender: Xxxxxx Investors Life Insurance Company ("KILICO") and
Federal Xxxxxx Life Assurance Company ("FKLA"), jointly and
severally. KILICO has provided credit support/enhancement
with respect to the Shawmut Loan (defined below) and
KILICO/FKLA has made the Subordinate Loan (defined below).
Borrower: Route 59 Partners L.P., an Illinois limited partnership
Prime (1) The Prime Group, Inc. ("Prime") (5%), general partner,
Partner(s): and (2) Prime (35%), limited partner
Loan: Collectively: (1) the Loan evidenced by the Amended and
Restated Promissory Note of Borrower to Shawmut Bank
Connecticut, N.A. dated 12/30/93 in the original principal
amount of $15,500,000 (the "Shawmut Loan"); such "Loan" shall
include principal and interest payable under any note or
other reimbursement obligation of Borrower to Lender relating
to Lender's credit support/enhancement of the Loan; and (2)
the Loan
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evidenced by the Promissory Note of Borrower to KILICO and
FKLA dated 12/30/93 in the original principal amount of
$1,500,000 (the "Subordinate Loan")
Guaranty/ Limited Recourse Guaranty [Naperville] by Prime Group II,
Guarantor: L.P., an Illinois limited partnership, in favor of KILICO and
FKLA
Initial
Pledge
Amount: $2,608,000
Number of
Common Units
Pledged: 206,379
5. 000 XXXXX XXXXXXX
Project: 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx Parking Garage
Lender: Xxxxxx Investors Life Insurance Company ("KILICO")
Borrower: 000 Xxxxx XxXxxxx Limited Partnership, an Illinois limited
partnership, and American National Bank and Trust Company of
Chicago, not personally but as trustee under Trust Number
110024-09, of which 000 Xxxxx XxXxxxx Limited Partnership is
the sole beneficiary
Prime (1) Prime Group II, L.P. (98%), limited partner and (2) 300
Partner(s): North LaSalle, Inc. (2%), general partner (owned 100% by
Xxxxxxx X. Xxxxxxx)
Loan: Loan made pursuant to the Loan Agreement between Lender (as
assignee of Lumbermens Mutual Casualty Company) and Borrower
dated 2/8/90 in the original principal amount of $31,000,000
Guaranty/ Limited Recourse Guaranty [300 X. XxXxxxx] by Prime Group
Guarantor: II, L.P., an Illinois limited partnership, in favor of KILICO
Initial
Pledge
Amount: $13,288,000
Number of Common
Units
Pledged: 1,051,519
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6. 000 X. XXXXXXXXX(0)(0)(0)(0)
Project: Vacant land in Chicago, Illinois
Lender: Lumbermens Mutual Casualty Company ("Lumbermens")
Borrower: 000 X. Xxxxxxxxx Venture, an Illinois general partnership
Prime Prime International, Inc. (90%), general partner
Partner(s):
Loan: Loan made pursuant to the Loan Agreement between Lumbermens
and Borrower dated 10/17/88 in the original principal amount
of $12,400,000
Initial
Pledge
Amount: $0
Number of
Common Units
Pledged: 0
7. ENTERPRISE CENTERS(6)
Projects: (1) East Chicago Enterprise Center, comprised of industrial
warehouse facilities in East Chicago, Indiana; (2) Hammond
Enterprise Center, comprised of industrial warehouse
facilities in Hammond, Indiana; (3) Arlington Heights
Enterprise Center, comprised of industrial warehouse
facilities in Arlington Heights, Illinois; and (4) Chicago
Enterprise Center, comprised of industrial warehouse
facilities in Chicago, Illinois
Lender: Xxxxxx Investors Life Insurance Company ("KILICO")
Borrower: (1) Enterprise Center I, L.P., an Illinois limited
partnership; (2) Enterprise Center II, L.P., an Illinois
limited partnership; (3) Enterprise Center III, L.P., an
Illinois limited partnership; (4) Enterprise Center IV, L.P.,
an Illinois limited partnership; (5) Enterprise Center V,
L.P., an Illinois limited partnership; (6) Enterprise Center
VI, L.P., an Illinois limited partnership; (7) Enterprise
Center VII, L.P., an Illinois limited partnership; (8)
Enterprise Center VIII, L.P., an Illinois limited
partnership; (9) Enterprise Center IX, L.P., an Illinois
limited partnership; (10) Enterprise Center X, L.P., an
Illinois limited partnership; (11) Arlington Heights I, L.P.,
an Illinois limited partnership; (12) Arlington Heights II,
L.P., an Illinois limited partnership; and (13) Arlington
Heights III, L.P., an Illinois limited partnership
Prime For each Borrower, K-P Enterprise Centers Limited
Partnership, general
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Partner(s): partner (50%), which is comprised in part by (1) K-P
Enterprise Centers, Inc., general partner (1%) (of which
Prime owns 50%), and (2) Prime Group Limited Partnership,
limited partner (49%)
Loan: The indebtedness evidenced by: (1) those certain industrial
revenue bonds (Enterprise Center I, L.P. Project), in the
aggregate principal amount of $5,100,000, issued by the
Indiana Development Finance Authority (the "IDFA Issuer");
(2) those certain industrial revenue bonds (Enterprise Center
II, L.P. Project), in the aggregate principal amount of
$5,300,000, issued by the IDFA Issuer; (3) those certain
industrial revenue bonds (Enterprise Center III, L.P.
Project), in the aggregate principal amount of $4,500,000,
issued by the IDFA Issuer; (4) those certain industrial
revenue bonds (Enterprise Center IV, L.P. Project), in the
aggregate principal amount of $3,000,000, issued by the IDFA
Issuer; (5) those certain industrial revenue bonds
(Enterprise Center V, L.P. Project), in the aggregate
principal amount of $5,700,000, issued by the IDFA Issuer;
(6) those certain industrial revenue bonds (Enterprise Center
VI, L.P. Project), in the aggregate principal amount of
$5,000,000, issued by the IDFA Issuer; (7) those certain
industrial revenue bonds (Enterprise Center VII, L.P.
Project), in the aggregate principal amount of $7,200,000,
issued by the City of Chicago (the "CC Issuer"); (8) those
certain industrial revenue bonds (Enterprise Center VIII,
L.P. Project), in the aggregate principal amount of
$7,000,000, issued by the CC Issuer; (9) those certain
industrial revenue bonds (Enterprise Center IX, L.P.
Project), in the aggregate principal amount of $4,750,000,
issued by the CC Issuer; (10) those certain industrial
revenue bonds (Enterprise Center X, L.P. Project), in the
aggregate principal amount of $4,300,000, issued by the CC
Issuer; (11) those certain industrial revenue bonds
(Arlington Heights I, L.P. Project), in the aggregate
principal amount of $4,500,000, issued by the Village of
Arlington Heights, Illinois (the "VAH Issuer"); (12) those
certain industrial revenue bonds (Arlington Heights II, L.P.
Project), in the aggregate principal amount of $4,800,000,
issued by the VAH Issuer; and (13) those certain industrial
revenue bonds (Arlington Heights III, L.P. Project), in the
aggregate principal amount of $4,900,000, issued by the VAH
Issuer; the "Loans" shall include principal and interest
payable under any note or other reimbursement obligation of
Borrower to Lender relating to Lender's credit
support/enhancement of the Loans, if applicable
Initial
Pledge
Amount: $0
Number of
Common Units
Pledged: 0
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8. NORTHGATE(5)
Projects: Vacant land in Addison, Illinois, together with certain
stores in or adjacent to Northgate Plaza, a retail shopping
center in Lombard, Illinois
Lender: Xxxxxx Investors Life Insurance Company ("KILICO")
Borrower: Prime 53 North Partners, an Illinois general partnership
("Prime 53") and American National Bank and Trust Company of
Chicago, not personally but as Trustee under Trust Nos.
110340-06, 11206-09 and 11205-00, of which Prime 53 is the
sole beneficiary ("Trust")
Prime The Prime Group, Inc. (50%), general partner
Partner(s):
Loan: Loan evidenced by the Amended and Restated Promissory Note
dated 3/22/94 of Borrower to KILICO in the original principal
amount of $5,559,173
Initial
Pledge
Amount: $0
Number of
Common Units
Pledged: 0
9. TRIAD SUPERIOR EQUITY ADVANCE(5)
Projects: Eight industrial revenue bond projects located in the state
of Tennessee
Lender: Xxxxxx Investors Life Insurance Company ("KILICO")
Borrower: Triad Development Company, an Illinois limited partnership
Prime (1) Prime of Tennessee, Inc. (1%), general partner; (2) The
Partner(s): Prime Group, Inc. (1%), limited partner; and (3) PGC
Development, Ltd. (48%), limited partner
Loan: "Triad Superior Equity" as defined in Section 3.3 of the
Second Amended and Restated Agreement of Limited Partnership
of Borrower
Initial
Pledge
Amount: $0
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Number of
Common Units
Pledged: 0
10. TRIAD NON-ASSET BONDS(5)
Projects: (1) Xxxxx Partners, Ltd.; (2) Xxxxxxxxxxx Properties, Ltd.;
and (3) Xxxxxxx Partners, Ltd.
Lender: Xxxxxx Investors Life Insurance Company ("KILICO")
Borrower: (1) Xxxxx Partners, Ltd.; (2) Xxxxxxxxxxx Properties, Ltd.;
and (3) Xxxxxxx Partners, Ltd.
Prime For each Borrower: Triad Development Company (50%), a general
Partner(s): partner, comprised in part by (1) Prime of Tennessee, Inc.
(1%), general partner; (2) The Prime Group, Inc. (1%),
limited partner; and (3) PGC Development, Ltd. (48%), limited
partner
Loan: Collectively: (1) those certain $6,000,000 Floating Rate
Monthly Demand Industrial Development Revenue Bonds (Xxxxx
Partners, Ltd., Project) issued by The Industrial Development
Board of the County of Xxxx, Tennessee (the "Issuer"); (2)
those certain $4,500,000 Floating Rate Monthly Demand
Industrial Development Revenue Bonds (Xxxxxxxxxxx Properties,
Ltd., Project) issued by the Issuer; (3) those certain
$5,100,000 Floating Rate Monthly Demand Industrial
Development Revenue Bonds (Xxxxxxx Partners, Ltd., Project)
issued by the Issuer
Initial
Pledge
Amount: $0
Number of
Common Units
Pledged: 0
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(1) Any Dilution of Common Units shall be allocated, on a pro rata basis in
accordance with the respective number of Common Units, among the projects listed
on this Exhibit A-1 other than those under the headings "Huntley" and "150 N.
Riverside" as provided in Exhibit C hereto, until such time as the Pledge Amount
for all such projects shall be $0, at which time the Dilution shall be allocated
to the project listed under the heading "Huntley", until such time as the Pledge
Amount for the project listed under the heading "Huntley" shall be $0, at which
time the Dilution shall be allocated to the project listed under the heading
"150 N. Xxxxxxxxx".
0
(2) No reallocation pursuant to Section 2.7(b) permitted.
(3) No reallocation pursuant to Section 2.7(c) permitted.
(4) Limited Recourse Guaranty and Pledge and security Agreement will be executed
and delivered by Prime Group II, L.P. to Xxxxxx investors Life Insurance
Company, in the event of reallocation under Section 2.7(b) to "150 N.
Riverside." The maximum reallocation to "150 N. Riverside" , pursuant to Section
2.7(b) shall be $3,351,000.
(5) Limited Recourse Guaranty and Pledge and Security Agreement will be executed
and delivered by Prime Group II, L.P. to Xxxxxx Investors Life Insurance
Company, in the event of reallocation under Section 2.7(c) to "Enterprise
Centers", "Northgate", "Triad Superior Equity Advance", or "Triad Non-Asset
Bonds", as the case may be.
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