Exhibit 10.46
REAFFIRMATION OF GUARANTY
The undersigned, Horizon Group Properties, Inc., a Maryland
corporation, and Horizon Group Properties, L.P., a Delaware limited partnership,
hereby acknowledge receipt of a copy of that certain (1) Second Amendment to
Loan Agreement and Settlement Agreement (the "AMENDMENT AND SETTLEMENT
AGREEMENT") dated as of the date hereof by Third Horizon Group Limited
Partnership ("BORROWER"), Horizon Group Properties, Inc., Horizon Group
Properties, L.P. and CDC Mortgage Capital Inc. ("LENDER"), which, among other
things, amends that certain Loan Agreement dated as of June 15, 1998 among
Borrower, Nebraska Crossing Factory Shops, L.L.C. ("NEBRASKA LLC"), Indiana
Factory Shops, L.L.C. ("INDIANA LLC") and Nomura Asset Capital Corporation
("NACC") (predecessor-in-interest to Lender) (as so amended, the "LOAN
AGREEMENT") and (2) Second Amended and Restated Note in the principal amount of
$33,464,579.52 dated as of the date hereof made by Borrower in favor of Lender,
which amends and restates in its entirety that certain Xxxxxxx and Restated Note
dated as of June 15, 1998 made by Borrower, Nebraska LLC and Indiana LLC to NACC
in the principal amount of $108,205,000.00 (as so amended, the "NOTE"). All
capitalized terms used herein unless otherwise defined shall have the meaning
set forth in the Loan Agreement.
Pursuant to that certain Guaranty dated as of June 15, 1998
made by the undersigned in favor of NACC (the "GUARANTY"), the undersigned
unconditionally, absolutely and irrevocably, jointly and severally, guaranteed
to NACC (1) the full and prompt payment of the principal and interest on the
Note when due, whether at stated maturity, upon acceleration or otherwise, and
at all times thereafter, (2) the prompt payment of all fees and all other sums
which become due and owing under the Note, the Loan Agreement, the Mortgages and
the other Loan Documents and (3) the payment of all Enforcement Costs (as
defined in the Guaranty).
Each of the undersigned hereby (1) reaffirms its obligations
under the Guaranty, (2) represents and warrants that all of its representations
and warranties set forth in the Guaranty are true and correct as of the date
hereof as though such representations and warranties were made as of the date
hereof, (3) represents and warrants that there are no defenses, offsets or
counterclaims with respect any of its obligations under the Guaranty, (4) agrees
and acknowledges that the Guaranty remains unmodified, in full force and effect,
and valid, binding and enforceable in accordance with its terms and (5) agrees
and acknowledges that the Amendment and Settlement Agreement is a "Loan
Document" under the Loan Agreement and, accordingly, the obligations of Borrower
thereunder are guaranteed by each of the undersigned pursuant to the Guaranty to
the same extent as if the Amendment and Settlement Agreement was executed at
Closing.
107
This Reaffirmation of Guaranty has been duly executed as of
this ____ day of July, 2001.
GUARANTORS:
HORIZON GROUP PROPERTIES, INC.,
a Maryland corporation
By: ________________________________
Name:
Title:
HORIZON GROUP PROPERTIES, L.P.,
a Delaware limited partnership
By: Horizon Group Properties, Inc.,
its general partner
By: ___________________________
Name:
Title:
108
