AMENDMENT NO. 2
TO THE THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME RETAIL, L.P.
This AMENDMENT NO. 2 (this "Amendment") to the Third Amended and Restated
Agreement of Limited Partnership of Prime Retail, L.P., dated as of October 1,
1998 and effective as of June 15, 1998 (the "Limited Partnership Agreement"), is
made on this the 15th day of April, 2002, and, pursuant to the Section 761(c) of
the Internal Revenue Code of 1986 (as amended), is effective as of the 1st day
of January, 2001, by and among Prime Retail, Inc., a Maryland Corporation
("Prime Retail"), it is capacity as both (i) a General Partner of Prime Retail,
L.P., a Delaware limited partnership (the "Partnership"), and (ii) a
Majority-in-Interest of the Partners of the Partnership, Xxxxxxx Xxxxxxxxx
("Xxxxxxxxx"), and Xxxxxxx X. Xxxxxxxxx, Xx. ("Xxxxxxxxx"). Capitalized terms
not defined herein shall have the meanings ascribed to such terms in the Limited
Partnership Agreement.
WITNESSETH:
WHEREAS, Xxxxxxxxx and Xxxxxxxxx are agreeing to make additional Capital
Contributions to the Partnership under certain circumstances;
WHEREAS, the parties hereto desire to amend the Limited Partnership
Agreement to reflect the obligation of Xxxxxxxxx and Xxxxxxxxx to make such
additional Capital Contributions;
WHEREAS, pursuant to Section 14.7(a) of the Limited Partnership Agreement,
Prime Retail, as General Partner and as a Majority-in-Interest of the Partners,
hereby consents to the amendment of the Limited Partnership Agreement to set
forth below.
NOW, THEREFORE, for and in consideration of the terms and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Prime Retail, as General Partner
and as a Majority-in-Interest of the Partners, Xxxxxxxxx, and Xxxxxxxxx hereby
consent and agree as follows:
1. Amendment to Section 4.2. Section 4.2 of the Limited Partnership
Agreement is amended by adding the following paragraph (d) after paragraph (c):
"(d) Notwithstanding any other provision in this Agreement to the contrary,
in the event that (i) the loan in the original principal amount of Ninety
Million Dollars (90,000,000) made to the Partnership by FRIT PRT Lending LLC on
December 22, 2000 (the "Loan") becomes due and payable; and (ii) the fair market
value of the Partnership assets that secure the Loan (the "Secured Assets") is
below Three Million Dollars ($3,000,000) (the "Minimum Value") at such time,
Xxxxxxx X. Xxxxxxxxx, Xx. ("Xxxxxxxxx") and Xxxxxxx Xxxxxxxxx ("Xxxxxxxxx")
shall make additional pro-rata Capital Contributions to the Partnership (that
is, in addition to those made pursuant to Section 4.2(a)) in the amount
necessary to cause the fair market value of the Secured Assets to equal the
Minimum Value. The Maximum obligation of each of Xxxxxxxxx and Xxxxxxxxx under
this Section 4.2(d) (the "Required Contribution Amount") shall be the lesser of
(i) One Million Five Hundred Thousand Dollars ($1,500,000); and (ii) one-half of
the difference between the Minimum Value and the actual fair market value of the
Secured Assets. In the event that (i) the Loan is repaid in full; (ii) Xxxxxxxxx
and Xxxxxxxxx satisfy, in full, the payment of the Required Contribution Amount;
or (iii) Xxxxxxxxx and Xxxxxxxxx no longer hold interests in the Partnership
(provided that, at the time Xxxxxxxxx and Xxxxxxxxx cease to hold interests in
the Partnership, the fair market value of the Secured Assets is at least equal
to the Minimum Value), the obligations of Xxxxxxxxx and Xxxxxxxxx to make
Capital Contributions to the Partnership under this Section 4.2(d) shall
immediately terminate and be of no further force or effect. Furthermore, Prime
Retail shall have the right, exercisable at any time after December 1, 2002, to
terminate the obligation to Xxxxxxxxx and Xxxxxxxxx to make Capital
Contributions to the Partnership pursuant to this Section 4.2(d). Prime Retail's
termination right shall be exercisable by written notice to Xxxxxxxxx and
Xxxxxxxxx, and the termination shall be effective upon the date specified in the
notice. Notwithstanding any other provision in this Agreement, if Xxxxxxxxx and
Xxxxxxxxx make Capital Contributions to the Partnership pursuant to this Section
4.2(d), they shall in no event have any claim for reimbursement, indemnification
or subrogation against the General Partner or any other partner of the
Partnership."
2. Miscellaneous.
a. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same Instrument.
b. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws (as opposed to conflicts of law provisions) of
the State of Delaware.
c. Headings. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
Successors and Assigns. This Amendment shall be binding upon the
Partnership, each of the Partners of the Partnership and their respective
successors and assigns.
[This space left intentionally blank.]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first above written.
PRIME RETAIL, INC.,
as General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: XXXXX X. XXXXXXX
Title: PRESIDENT, CHIEF EXECUTIVE OFFICER
PRIME RETAIL, INC.,
as Majority-in-Interest of the Partners
By: /s/ Xxxxx X. Xxxxxxx
Name: XXXXX X. XXXXXXX
Title: PRESIDENT, CHIEF EXECUTIVE OFFICER
/s/ Xxxxxxx Xxxxxxxxx
XXXXXXX XXXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxxx
XXXXXXX X. XXXXXXXXX, Xx.
