GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT ("Guaranty") is made as of the 10th day of July,
2002, by the undersigned (hereinafter referred to individually as "Guarantor"
and collectively as "Guarantors"), in favor of XXXX BANK, S.S.B., a savings bank
organized under the laws of the State of Texas ("Lender").
W I T N E S S E T H:
A. Lender has agreed to make a loan (the "Loan") to MONROE OUTLET
CENTER,LLC, a Michigan limited liability company ("Borrower"), in the maximum
principal amount of $7,000,000.00, evidenced by (i) that certain Promissory Note
I ("Note I"), of even date herewith, in the stated principal amount of
$3,000,000.00 and (ii) that certain Promissory Note II ("Note II"), of even date
herewith, in the stated principal amount of $4,000,000.00 (collectively the
"Notes"), each secured by instruments including, without limitation, two
Commercial Mortgages (collectively, the "Mortgages"), executed by Borrower,
which Notes and Mortgages are being executed and delivered by Borrower to Lender
contemporaneously herewith.
B. One of the conditions to Lender's agreement to make the Loan is that
Guarantors guarantee to Lender the full and timely payment of the Loan and the
performance and payment of all debts, duties and obligations of Borrower under
the Notes, the Mortgages, and the other documents executed in connection with
the Loan (collectively, the "Loan Documents"), whether or not Borrower has
personal liability thereunder or therefor.
NOW, THEREFORE, as a material inducement to Lender to make the Loan to
Borrower, and for further good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, each Guarantor does
hereby, unconditionally, irrevocably and absolutely, jointly and severally,
warrant and represent to and covenant and agree with Lender as follows:
1. Guaranty of Obligation.
(a) Each Guarantor unconditionally, irrevocably and absolutely, jointly and
severally, guarantees to Lender (i) that all obligations and indebtedness
evidenced by or provided in the Notes, the Mortgages and the other Loan
Documents will be promptly paid when due and in accordance with the terms
and provisions thereof (and as they may be amended, extended or renewed
from time to time), and (ii) the prompt and full payment, performance and
observance, when due, of all other indebtedness, liabilities, obligations
and duties of every kind and character of Borrower to Lender relating in
any way to the Loan, whether absolute or contingent, joint or several,
secured or unsecured, due or not due, contractual or tortious, liquidated
or unliquidated, arising by operation of law or otherwise, direct or
indirect, relating in any way to the Loan, and including, but not limited
to, any debt, obligation or liability of Borrower to Lender as a member of
any partnership, syndicate, association or other group, or whether incurred
by Borrower as principal, surety, endorser, accommodation party or
otherwise; including, without limitation, interest on all of the above
amounts as agreed upon between Borrower and Lender, or if there is no
agreement, at the highest lawful rate, and any and all renewals, extensions
and rearrangements of all or any part of the indebtedness, obligations and
liabilities hereinabove described. Notwithstanding anything contained in
this Guaranty to the contrary, (i) the liability of Prime Retail, L.P. as a
Guarantor, is limited tothe maximum amount of (x) $4,000,000.00 (the
"Guaranty Amount"), (y) is with regard only to the payment and performance
of the obligations of the Borrower in regard to Note II and the Mortgage
which encumbers the real property located in Monroe County, Michigan which
is described on Exhibit "A" attached hereto and the other Loan Documents to
the extent they relate to the real property described on Exhibit "A"
attached hereto and (z) shall arise only upon the occurrence of an Event of
Default under Note II which shall be solely the result of Borrower's
failure to pay any installment of principal and/or interest due under Note
II as and when the same becomes due and such failure shall continue beyond
the expiration of any cure or grace period, if any is applicable, under
Note II, (ii) the Guaranty Amount shall be reduced by the amount of any
principal payments made upon any of the indebtedness evidenced by Note I
derived from the Property (as defined in the Mortgage entered into in
connection with Note II), (iii) once the principal balance of the Loan is
reduced to $5,000,000.00, Prime Retail, L.P. will have no further liability
as a Guarantor. The foregoing limitation of liability applies only to Prime
Retail, L.P. and no other Guarantors, whether now or hereafter owned by or
merged into the Prime Retail, L.P. Following written request from Borrower
to Lender given subsequent to the date Prime Retail, L.P. has no further
liability hereunder, Lender will so confirm in writing. This agreement of
Lender is solely for the benefit of Prime Retail, L.P.
(b) All indebtedness, duties, obligations and liabilities described above or
otherwise covered by this Guaranty, or intended so to be, are hereinafter
sometimes collectively referred to as the "Guaranteed Indebtedness".
2. Continuing Guaranty. This is a continuing guaranty and shall continue to
apply without regard to the form or amount of Guaranteed Indebtedness which
Borrower may create, renew, extend or alter in whole or in part, without notice
to Guarantors. The circumstance that at any time or from time to time the
Guaranteed Indebtedness may be paid or performed in full shall not affect the
obligation of Guarantors with respect to Guaranteed Indebtedness of Borrower to
Lender incurred or arising thereafter.
3. Liability for Other Indebtedness. If any Guarantor is or becomes liable
for any indebtedness owing by Borrower to Lender by endorsement or otherwise
than under this Guaranty, such liability shall not be in any manner impaired or
affected hereby, and the rights of Lender hereunder shall be cumulative of any
and all other rights that Lender may ever have against Guarantors. The exercise
by Lender of any right or remedy hereunder or under any other instrument, or at
law or in equity, shall not preclude the concurrent or subsequent exercise of
any other right or remedy. Without in any way diminishing the generality of the
foregoing, it is specifically understood and agreed that this Guaranty is given
by each Guarantor as an additional guaranty to any and all other guaranties
heretofore or hereafter executed and delivered to Lender by any Guarantor in
favor of Lender relating to indebtedness of Borrower to Lender, and nothing
herein shall ever be deemed to replace or be in lieu of any other of such
previous or subsequent guaranties.
4. No Release From Obligations. The obligations, covenants, agreements and
duties of Guarantors under this Guaranty shall not be released or impaired in
any manner whatsoever, without the written consent of Lender, on account of any
or all of the following: (a) any assignment, endorsement or transfer, in whole
or in part, of the Guaranteed Indebtedness, although made without notice to or
the consent of any Guarantor; (b) any waiver by Lender of the performance or
observance by Borrower or any Guarantor of any of the agreements, covenants,
terms or conditions contained in any document evidencing, governing or securing
the Guaranteed Indebtedness; (c) any extension of the time for payment or
performance of all or any portion of the Guaranteed Indebtedness; (d) the
renewal, rearrangement, modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of Borrower set forth in any
document evidencing, governing or securing any of the Guaranteed Indebtedness;
(e) the voluntary or involuntary liquidation, sale or other disposition of all
or substantially all of the assets of Borrower or any Guarantor; (f) any
receivership, insolvency, bankruptcy, reorganization or other similar
proceedings or lack of corporate power, affecting Borrower or any Guarantor or
any of the assets of Borrower or any Guarantor; (g) any release, withdrawal,
surrender, exchange, substitution, subordination or loss of any security or
other guaranty at any time existing in connection with all or any portion of the
Guaranteed Indebtedness, or the acceptance of additional or substitute property
as security therefor; (h) the release or discharge of Borrower or any other
obligor from the observance or performance of any agreement, covenant, term or
condition contained in any document evidencing, governing or securing any of the
Guaranteed Indebtedness; (i) any action which Lender may take or omit to take by
virtue of any document evidencing, governing or securing any of the Guaranteed
Indebtedness or through any course of dealing with Borrower; (j) the addition of
a new guarantor or guarantors; (k) the operation of law or any other cause,
whether similar or dissimilar to the foregoing; (l) any adjustment, indulgence,
forbearance or compromise that may be granted or given by Lender to any party;
(m) the failure by Lender to file or enforce a claim against the estate (either
in administration, bankruptcy or other proceeding) of Borrower or any other
person or entity; (n) if the recovery from Borrower or any other person or
entity (including, without limitation, any other Guarantor) becomes barred by
any statute of limitations or is otherwise prevented; (o) any defenses, set-offs
or counterclaims which may be available to Borrower or any other person or
entity (including, without limitation, any other Guarantor); (p) any impairment,
modification, change, release or limitation of liability of, or stay of actions
of lien enforcement proceedings against, Borrower, any Guarantor, the property
of Borrower or any Guarantor, or the estate in bankruptcy of Borrower or any
Guarantor resulting from the operation of any present or future provision of the
Bankruptcy Code or any other similar federal or state statute, or from the
decision of any court; or (q) any neglect, delay, omission, failure or refusal
of Lender to take or prosecute any action for the collection of any of the
Guaranteed Indebtedness or to foreclose or take or prosecute any action in
connection with any lien, security interest or other right of security
(including perfection thereof), existing or to exist in connection with, or as
security for, any of the Guaranteed Indebtedness, it being the intention hereof
that each Guarantor shall remain liable as principal on the Guaranteed
Indebtedness, notwithstanding any act, omission or thing which might, but for
the provisions hereof, otherwise operate as a legal or equitable discharge of
such Guarantor. Guarantors hereby expressly waive all rights of Guarantors
arising under Section 34.02 of the Texas Business and Commerce Code, as amended
(regarding the right to require Lender to xxx Borrower on an accrued right of
action following written notice to Lender), Section 17.001 of the Texas Civil
Practice and Remedies Code, as amended (allowing suit against any Guarantor
without suit against Borrower, but precluding entry of judgment against any
Guarantor before entry of judgment against Borrower), and Rule 31 of the Texas
Rules of Civil Procedure, as amended (requiring Lender to join Borrower in any
suit against any Guarantor unless judgment has been previously entered against
Borrower).
5. Payment and Performance of Obligations. If an Event of Default, as
defined in the Mortgage, occurs, Guarantors shall, without notice or demand, and
without any notice having been given to Guarantors of the acceptance by Lender
of this Guaranty and without any notice having been given to Guarantors of the
creating or incurring of such indebtedness, pay the Guaranteed Indebtedness due
thereon to Lender, at its office in Plano, Texas, or at such other place as may
be designated in writing by Lender, and it shall not be necessary for Lender, in
order to enforce such payment by Guarantors, first, to institute suit or exhaust
its remedies against Borrower or others liable on such Guaranteed Indebtedness,
or to enforce its rights against any security which shall ever have been given
to secure such Guaranteed Indebtedness.
6. Waiver of Notice. Notice to Guarantors of the acceptance of this
Guaranty and of the making, renewing or assignment of the Guaranteed
Indebtedness and each item thereof, are hereby expressly waived by each
Guarantor.
7. Payments by Borrower. Each payment on the Guaranteed Indebtedness shall
be deemed to have been made by Borrower unless express written notice is given
to Lender at the time of such payment that such payment is made by Guarantor(s)
as specified in such notice.
8. Releases and Waivers. If all or any part of the Guaranteed Indebtedness
at any time is secured, Guarantors agree that Lender may at any time and from
time to time, at its discretion and with or without valuable consideration,
allow substitution or withdrawal of collateral or other security and release
collateral or other security without impairing or diminishing the obligations of
Guarantors hereunder. Guarantors further agree that if Borrower executes in
favor of Lender any collateral agreement, deed of trust or other security
instrument, including, without limitation, the Mortgages, the exercise by Lender
of any right or remedy thereby conferred on Lender shall be wholly discretionary
with Lender, subject, however, to all applicable notice and opportunity to cure
provisions set forth in the Loan Documents, and that the exercise or failure to
exercise any such right or remedy shall in no way impair or diminish the
obligations of Guarantors hereunder. Guarantors further agree that Lender shall
not be liable for its failure to use diligence in the collection of any of the
Guaranteed Indebtedness or in preserving the liability of any person liable on
the Guaranteed Indebtedness, and Guarantors hereby waive presentment for
payment, notice of nonpayment, protest and notice thereof, notice of
acceleration, and diligence in bringing suits against any person liable on the
Guaranteed Indebtedness, or any part thereof.
9. No Release of Guarantors. If the Guaranteed Indebtedness at any time
exceeds the amount permitted by law, or Borrower is not liable because the act
of creating the Guaranteed Indebtedness is ultra xxxxx, or the officers or
persons creating the Guaranteed Indebtedness acted in excess of their authority,
or for any other reason, and for any of these reasons the Guaranteed
Indebtedness which Guarantors agree to pay cannot be enforced against Borrower,
such fact shall in no manner affect any Guarantor's liability hereunder, but
each Guarantor shall be liable under this Guaranty notwithstanding that Borrower
is not liable for the Guaranteed Indebtedness, to the same extent Guarantors
would have been liable if the Guaranteed Indebtedness had been enforceable
against Borrower.
10. Optional Acceleration. In the event of the dissolution or insolvency of
Borrower, or the inability of Borrower to pay its debts as they mature, or an
assignment by Borrower for the benefit of creditors, or the institution of any
proceedings by or against Borrower under the federal bankruptcy laws alleging
that Borrower is insolvent or unable to pay its debts as they mature, or if any
of the foregoing events occur with respect to any Guarantor, and if such event
shall constitute an Event of Default, as defined in the Mortgage, and shall
occur at a time when any of the Guaranteed Indebtedness may not then be due and
payable, such Guaranteed Indebtedness, at the option of Lender, shall thereupon
be deemed to be immediately due and payable in full, and any Guarantor shall pay
to Lender forthwith the full amount which would be payable hereunder if all
Guaranteed Indebtedness were then due and payable.
11. Successors and Assigns. This Guaranty is for the benefit of Lender, its
successors and assigns, and in the event of an assignment by Lender, or its
successors or assigns, of the Guaranteed Indebtedness, or any part thereof, the
rights and benefits hereunder, to the extent applicable to the indebtedness so
assigned, may be transferred with such indebtedness.
12. Modifications and Waivers; Cumulative Rights. No modification, consent,
amendment or waiver of any provision of this Guaranty, nor consent to any
departure by any Guarantor therefrom, shall be effective unless the same shall
be in writing and signed by an authorized officer of Lender, and then shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall, of itself, entitle any
Guarantor to any other or further notice or demand in similar or other
circumstances. No delay or omission by Lender in exercising any power or right
hereunder shall impair any such right or power or be construed as a waiver
thereof or any acquiescence therein, nor shall any single or partial exercise of
any such power preclude other or further exercise thereof, or the exercise of
any other right or power hereunder. All rights and remedies of Lender hereunder
are cumulative of each other and of every other right or remedy which Lender may
otherwise have at law or in equity or under any other contract or document, and
the exercise of one or more rights or remedies shall not prejudice or impair the
concurrent or subsequent exercise of other rights or remedies. In this Guaranty,
whenever the context so requires, the singular number includes the plural, and
conversely.
13. Compliance with Laws. No provision herein or in any promissory note,
instrument or any other loan document executed by Borrower or any Guarantor
evidencing, governing or securing the Guaranteed Indebtedness shall require the
payment or permit the collection of interest in excess of the maximum permitted
by law. If any excess interest in such respect is provided for herein or in any
such promissory note, instrument, or any other Loan Document, the provisions of
this paragraph shall govern, and neither Borrower nor any Guarantor shall be
obligated to pay the amount of such interest to the extent that it is in excess
of the amount permitted by law. The intention of the parties is to conform
strictly to the usury laws now in force, and all promissory notes, instruments
and other loan documents executed by Borrower or Guarantors evidencing the
Guaranteed Indebtedness shall be held subject to reduction of the interest
charged to the amount allowed under said usury laws as now or hereafter
construed by the courts having jurisdiction.
14. Benefit to Guarantors. Each Guarantor acknowledges and warrants that
such Guarantor has derived or expects to derive financial and other advantage
and benefit, directly or indirectly, from the Guaranteed Indebtedness and each
and every advance thereof and from each and every renewal, extension, release of
collateral or other relinquishment of legal rights made or granted or to be made
or granted by Lender to Borrower.
15. Attorney's Fees and Collection Costs. If any Guarantor should breach or
fail to perform any provision of this Guaranty, Guarantors agree to pay to
Lender all reasonable costs and expenses (including court costs and reasonable
attorneys' fees to the extent enforceable under the laws of the State of Texas)
incurred by Lender in the enforcement hereof.
16. Guarantor's Warranties. Each Guarantor hereby severally, but not
jointly, warrants and represents unto Lender the following except that Prime
Retail, L.P. makes no representations or warranties with respect to clauses (b)
and (d) of this Section 16 and Horizon Group Properties, Inc. and Horizon Group
Properties, Ltd. make no representations or warranties with respect to clause
(e) of this Section 16:
(a) Each Guarantor has received or will receive, direct or indirect benefit
from the making of this Guaranty;
(b) Each and every warranty and representation made by Borrower in the Loan
Documents is true and correct;
(c) This Guaranty constitutes a legal, valid and binding obligation of each
Guarantor, and is fully enforceable against each Guarantor in accordance
with its terms;
(d) Any and all balance sheets, net worth statements and other financial data
that have heretofore been given to Lender with respect to Guarantors (other
than Prime Retail, L.P.) fairly present the financial condition of such
Guarantors as of the date(s) thereof and, since the date(s) thereof, there
has been no material, adverse change in the financial condition of any such
Guarantor;
(e) The financial statements contained in the Annual Report on Form 10-K for
the year ended December 31, 2001, as amended, and the Quarterly Report on
Form 10-Q for the quarter ended March 31, 2002 (together, the "34 Act
Reports") filed by Prime Retail, Inc., a Maryland corporation, pursuant to
the Securities Exchange Act of 1934, as amended, are true and complete in
all material respects;
(f) Except as may be set out on Exhibit "B" attached hereto and made a part
hereof for all purposes and, with respect only to the representation and
warranty made by Prime Retail, L.P. pursuant to this Section 16 (f), except
as disclosed in the 34 Act Reports or except as would, individually or in
the aggregate, not have a material adverse effect on the business or
results of operations of Prime Retail, L.P., (i) there are no legal
proceedings, claims or demands pending against, or to the knowledge of any
Guarantor, threatened against, any Guarantor or any Guarantor's assets,
(ii) no Guarantor is in breach or default of any legal requirement,
contract or commitment, and (iii) no event (including specifically
Guarantors' execution and delivery of this Guaranty) has occurred which,
with the lapse of time or action by a third party, could result in any
Guarantor's breach or default under any legal requirement, contract or
commitment; and
(g) Each Guarantor hereby agrees to furnish to Lender from time to time, and as
required by the Mortgages, promptly upon request therefor, current
financial reports and statements setting out in complete and accurate
detail each Guarantor's financial condition at the time of such request,
containing such information as Lender may reasonably request, and prepared
in accordance with generally accepted accounting principles consistently
applied or in other form acceptable to Lender, in the exercise of its
reasonable discretion.
17. Subordination and No Subrogation. If, for any reason whatsoever,
Borrower now or hereafter becomes indebted to any Guarantor, such indebtedness
and all interest thereon, shall, at all times, be subordinate in all respects to
the Loan, the other Guaranteed Indebtedness and each of the Loan Documents, and
no Guarantor shall be entitled to enforce or receive payment thereof until the
Guaranteed Indebtedness has been fully paid and satisfied. Notwithstanding
anything to the contrary contained in this Guaranty or any payments made by any
Guarantor hereunder, no Guarantor shall have any right of subrogation in or
under the Loan Documents or to participate in any way therein, or any right,
title or interest in and to any mortgaged property or any collateral for the
Guaranteed Indebtedness, all such rights of subrogation and participation being
hereby expressly waived and released, until the Guaranteed Indebtedness has been
fully paid and satisfied.
18. Law Governing and Jurisdiction. This Guaranty shall be governed by and
construed in accordance with the laws of the State of Texas and is performable
in Collin County, Texas.
19. Severability. If any provision of this Guaranty or the application
thereof to any person or circumstance shall, for any reason and to any extent,
be invalid or unenforceable, neither the remainder of this Guaranty nor the
application of such provision to any other person or circumstance shall be
affected thereby, but rather the same shall be enforced to the greatest extent
permitted by law.
20. Counterparts. This Guaranty may be executed in multiple counterparts,
each of which shall be an original, but all of which shall constitute but one
instrument.
21. Paragraph Headings. The paragraph headings inserted in this Guaranty
have been included for convenience only and are not intended, and shall not be
construed, to limit or define in any way the substance of any paragraph
contained herein.
22. Compounding and Settlement. Each Guarantor agrees that Lender, in its
discretion, may (i) bring suit against Guarantors and any other obligor for any
of the Loan jointly and severally or against any one or more of them, (ii)
compound or settle with any one or more of the Guarantors and any other obligor
for any of the Loan for such consideration as the Lender may deem proper, and
(iii) release one or more of the Guarantors and any other obligor for any of the
Loan from liability hereunder or otherwise in regard to the Guaranteed
Indebtedness, and that no such action shall impair the rights of Lender to
collect the Guaranteed Indebtedness (or the unpaid balance thereof) from
Guarantors and any other obligor for any of the Loan, or any of them, not so
sued, settled with or released.
23. Consent to Jurisdiction. Each Guarantor hereby irrevocably submits, for
such Guarantor and in respect of such Guarantor's property, generally and
unconditionally, at the election of Lender, to the jurisdiction of the courts of
the State of Texas or of the United States of America for the State of Texas
over any suit, action or proceeding arising out of or relating to this Guaranty.
Each Guarantor irrevocably waives, to the fullest extent permitted by law, any
objection which such Guarantor may now or hereafter have to the laying of the
venue of any such suit, action or proceeding brought in any such court that such
suit has been brought in an inconvenient forum. Each Guarantor agrees that final
judgement in any such suit, action or proceeding brought in any such court shall
be conclusive and binding upon such Guarantor and may be enforced in the courts
of Texas by a suit upon such judgment, a certified or exemplified copy of which
shall be conclusive evidence of the fact and of the amount of such Guarantor's
indebtedness, provided that service of process is effected upon such Guarantor
in one of the manners specified herein or as otherwise permitted by law.
24. Service of Process. Each Guarantor hereby irrevocably consents to
process being served in any suit, action or proceeding hereunder (a) by serving
a copy thereof upon Borrower and/or the Secretary of State of the State of
Texas, as such Guarantor's agents for service of process (provided a copy shall
be mailed by registered or certified mail, postage prepaid, return receipt
requested, to such Guarantor at its address specified below, or to any other
address which such Guarantor shall have designated by written notice to Lender),
or (b) if such service is impossible or impracticable in the sole judgment of
the party serving such process, by the mailing of a copy thereof by registered
or certified mail, postage prepaid, return receipt requested, to such Guarantor
at its address set forth below or to any other address within the continental
United States to which certified or registered mail may be sent which such
Guarantor shall have designated by written notice to Lender. Each Guarantor
irrevocably waives, to the fullest extent permitted by law, all claims of error
by reason of any such service and agrees that such service (i) shall be deemed
in every respect effective service of process upon such Guarantor in any such
suit, action or proceeding, and (ii) shall, to the fullest extent permitted by
law, be taken and held to be valid personal service upon personal delivery to
such Guarantor. Nothing in this section shall affect the rights of Lender to
serve process in any manner permitted by law or limit the right of Lender to
bring proceedings against Guarantors in the competent courts of any jurisdiction
or jurisdictions.
EXECUTED AND DELIVERED on the date first above recited.
GUARANTORS:
ADDRESS FOR NOTICE: HORIZON GROUP PROPERTIES, INC.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000 By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: CFO
ADDRESS FOR NOTICE: HORIZON GROUP PROPERTIES, L.P.
By: Horizon Group Properties, Inc.,
General Partner
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000 By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: CFO
ADDRESS FOR NOTICE: PRIME RETAIL, L.P.
By: Prime Retail, Inc., its sole
General Partner
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President, Chief Executive
Officer
ACKNOWLEDGMENT
STATE OF Illinois
COUNTY OF Xxxx
This instrument was acknowledged before me on this the 11th day of July, 2002,
by Xxxxx X. Xxxxxxx, as CFO of HORIZON GROUP PROPERTIES, INC., a Maryland
corporation, on behalf of such corporation.
/s/ Xxxxxx X. Xxxxxxx
Notary Public in and for the State
of Illinois
My Commission Expires: September 14, 2002
ACKNOWLEDGMENT
STATE OF Illinois
COUNTY OF Xxxx
This instrument was acknowledged before me on this the 11th day of July, 2002,
by Xxxxx X. Xxxxxxx, as CFO of Horizon Group Properties, Inc., as General
Partner of HORIZON GROUP PROPERTIES, LTD., a Delaware limited partnership, on
behalf of such limited partnership.
/s/ Xxxxxx X. Xxxxxxx
Notary Public in and for the State
of Illinois
My Commission Expires: September 14, 0000
XXXXXXXXXXXXXX
XXXXX XX XXXXXXXX
XXXX XX XXXXXXXXX
This instrument was acknowledged before me on this the 11th day of July, 2002,
by Xxxxx X. Xxxxxxx, as President and CEO of Prime Retail, Inc., the sole
General Partner of PRIME RETAIL, L.P., a Delaware limited partnership, on behalf
of such limited partnership.
/s/ Xxxx Xxxxxxx
Notary Public in and for the State
of Maryland
EXHIBIT "A"
Litigation
EXHIBIT "B"
Monroe County, Michigan Property
