AMENDED AND RESTATED PROMISSORY NOTE
Date of Note: As of December 6, 2002
Note Amount: $264,090,845.98
RECITALS
WHEREAS, The undersigned (collectively, the "Borrower Parties"), together
with Castle rock factory shops partnership and Loveland Factory Shops Limited
Partnership (collectively, "Defeasance Borrowers") are the current obligors
under that certain Promissory Note dated as of October 31, 1996 in the original,
principal amount of $391,500,000.00 (the "Original Note") in favor of Nomura
Asset Capital Corporation, a Delaware corporation ("Original Lender");
WHEREAS, Xxxxx (as hereinafter defined) is the current owner and holder of
the Original Note pursuant to an allonge to the Original Note executed by
Original Lender in favor of Xxxxx;
WHEREAS, concurrently herewith, the Defeasance Borrowers are selling
certain real property and improvements owned by them and which secure in part
the Original Note and the Defeasance Borrowers are defeasing a portion of the
indebtedness evidenced by the Original Note (the "Partial Defeasance");
WHEREAS, in connection with the Partial Defeasance, Payee, the Borrower
Parties, and the Defeasance Borrowers have agreed to sever the Original Note
into two separate notes, the first being a Defeasance Promissory Note of even
date herewith in the original principal amount of $74,848,811.77, executed by
the Defeasance Borrowers and secured by certain securities (the "Defeasance
Note"), and the second being this Amended and Restated Promissory Note (this
"Note"), executed by the undersigned and secured by the Mortgages (as
hereinafter defined);
WHEREAS, the undersigned intend these recitals to be a material part of
this Note; and
WHEREAS, the undersigned hereby wish to amend and restate the Original Note
in its entirety as follows:
FOR VALUE RECEIVED, the undersigned having an address c/o Prime Retail,
L.P., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, as
maker (hereinafter referred to as "Maker"), jointly and severally, do hereby
covenant and promise to pay, in immediately available funds, to the order of
LASALLE BANK NATIONAL ASSOCIATION (f/k/a LaSalle National Bank), as Trustee
under that certain Pooling and Servicing Agreement dated as of December 17, 1996
for the Certificateholders of Asset Securitization Corporation Commercial
Mortgage Pass-Through Certificates, Series 1996-MD VI having an address at c/o
CapMark Loan Services, L.P., as Master Servicer, 000 Xxxxxxxxx Xxxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxx (hereinafter referred to as "Payee"), or at such
other place as Payee may from time to time designate in writing, the principal
sum of Two Hundred Sixty-Four Million Ninety Thousand Eight Hundred Forty-Five
and 98/100 Dollars ($264,090,845.98) or so much thereof as may be advanced (the
"Loan Amount") and all other amounts due or becoming due hereunder, with
interest thereon from the date hereof at the Interest Rate (as hereinafter
defined), to be paid in lawful money of the United States of America, as herein
provided.
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Interest, as calculated herein, shall be computed for any Payment Date on
the basis of a 360 day year for the actual number of days elapsed on so much of
the Principal Amount as is outstanding as of the day preceding such Payment
Date.
Section 1. DEFINITIONS
As used herein, the following terms shall have the meanings herein
specified unless the context otherwise requires. Defined terms in this Note
shall include in the singular number the plural and in the plural number the
singular. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Mortgages.
"Additional Interest Rate" shall mean the difference between the Revised
Interest Rate and the Interest Rate.
"Amortization Schedule" shall have the meaning set forth in Section 2.01(b)
hereof.
"Due Date" shall have the meaning set forth in Section 2.01(c) hereof.
"Interest Rate" shall mean 7.782%.
"Maturity Date" shall have the meaning set forth in Section 2.01 (a) (iii)
hereof.
"Maximum Amount" shall have the meaning set forth in Section 4.07 hereof.
"Payment" shall have the meaning set forth in Section 3.01 hereof.
"Principal Payments" shall have the meaning set forth in Section 2.01(a)(i)
hereof.
"Principals" shall have the meaning set forth in Section 4.04 hereof.
"Revised Interest Rate" shall mean the greater of (a) the interest Rate
plus five hundred (500) basis points and (b) an interest rate equal to the
Treasury Constant Maturity Yield Index for United states Treasury obligations
having a maturity of seven (7) years plus six hundred forty-five (645) basis
points determined as of the Optional Prepayment Date.
"Treasury Constant Maturity Yield Index" shall mean the average yield for
"This Week" as reported by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519).
Section 2. INTEREST AND AMORTIZATION PAYMENTS
Section 2.01. (a) Payments under this Note, calculated in accordance with
the terms hereof, shall be due and payable as follows:
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(i) Commencing on the Payment Date occurring in December, 2002 and
continuing on each Payment Date thereafter until the Maturity Date (as defined
below), the principal and interest due under this Note shall be due and payable
in equal monthly installments in the amount of $2,010,146.09 each (the "Monthly
Payment Amount").
(ii) Commencing on the Optional Prepayment Date, in addition to the
interest described in Section 2.01(a)(i), additional interest shall also accrue
on the Principal. Amount at the Additional Interest Rate and on the Accrued
Interest (hereinafter defined), if any, at the Revised Interest Rate. Commencing
on the Payment Date after the Optional Prepayment Date, and on each and every
Payment Date thereafter, in addition to the payments described in Section
2.01(a)(i), 100% of the amount of Excess Cash Flow for the calendar month
preceding the calendar month in which such Payment Date occurs shall be due and
shall be applied, first, to the Principal Amount until reduced to zero, second,
to currently accruing interest described in the prior sentence of this Section
2.01(a)(ii), and third, to the Accrued Interest, if any. To the extent Excess
Cash Flow is insufficient to pay the interest payments described in the first
sentence of this Section 2.01(a) (ii) on any Payment Date, such interest shall
be deferred and added to any interest previously deferred pursuant to this
sentence and remaining unpaid (the "Accrued Interest"). Amounts payable pursuant
to this Section 2.01(a)(ii) shall not be included in the determination of the
Required Debt Service Payment, nor shall failure to pay interest or Accrued
Interest pursuant to this Section 2.01(a)(ii) constitute a Default, an Event of
Default or give rise to interest at the Default Rate or Late Charges.
(iii) The entire outstanding Principal Amount, together with all accrued
and unpaid interest and any other charges due hereon shall be due and payable on
the Payment Date occurring in November, 2026 (the "Maturity Date").
(b) The calculation of the amount of each regularly scheduled monthly
Principal Payment is as set forth on Schedule A annexed hereto (the
"Amortization Schedule"). In addition to the required payments set forth in the
Amortization Schedule, from and after the Optional Prepayment Date all sums in
the Curtailment Reserve Fund Sub-Account shall be applied in reduction of the
Principal Amount.
(c) To the extent Payments are or become due and payable under this Note or
any of the other Loan Documents on a day (the "Due Date") which is not a
Business Day, such Payments are and shall be due and payable on the first
Business Day immediately following the Due Date for such Payments and in such
event, the interest which accrues on the Loan from the Due Date to the first
Business Day immediately following the Due Date shall not be due and payable
until the next succeeding Due Date.
(d) INTENTIONALLY DELETED.
(e) INTENTIONALLY DELETED.
Section 2.02. Application of Payments.
-----------------------
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(a) Each and every payment (a "Payment") made by Maker to Payee in
accordance with the terms of this Note and/or the terms of any of the other Loan
Documents, including, without limitation, all payments of interest and principal
shall be applied as follows:
(i) Payments, other than Unscheduled Payments shall be applied (i) first,
to all interest (other than Default Rate Interest) which shall be due and
payable pursuant to the terms hereof as of the date the Payment is received;
(ii) second, to the payment of Principal Amount; and (iii) third, to all Late
Charges, Default Rate interest or premiums, if any, and other sums payable
hereunder or under the other Loan Documents (other than those sums included in
clauses (i) and (ii) of this Section 2.02(a)(i)) in such order and priority as
determined by Payee in its sole discretion.
(ii) Unscheduled Payments, other than Payments received pursuant to Section
2.01(a)(ii), shall be applied on the Payment Date received, and if any
Unscheduled Payment is received on a day other than a Payment Date, at the end
of the Interest Accrual Period in which such Unscheduled Payments are received
(i) first, to the Principal Amount until the entire Principal Amount has been
fully amortized, and (ii) second, the balance, if any, in the manner provided in
section 2.02(a)(i) (to the extent applicable after giving effect to any payments
previously made pursuant to this Section 2.02.
(iii) Payments received pursuant to Section 2.01(a)(ii) shall be applied at
the times and in the manner set forth therein.
(b) To the extent that Maker makes a Payment or Payee receives any Payment
or proceeds for Maker's benefit which are subsequently invalidated, declared to
be fraudulent or preferential, set aside or required to be repaid to a trustee,
debtor in possession, receiver, custodian or any other party under any
bankruptcy law, common law or equitable cause, then, to such extent, the
obligators of Maker hereunder intended to be satisfied by such Payment or
proceeds shall be revived and continue as if such Payment or proceeds had not
been received by Payee.
Section 2.03. Default Rate. Time is of the essence with respect to the
times set forth herein for the repayment of the Principal Amount and the
interest thereon. Should any amounts due hereunder or under any other Loan
Document not be paid in full on the date when the same shall be due and payable
(whether by acceleration, prepayment permitted hereunder or otherwise), then in
such event, the rate of interest to be paid on the entire Principal Amount of
this Note and all such other amounts shall be increased to the Default Rate and
shall be computed from the Due Date through and including the date, if any, upon
which such Default is fully cured. The foregoing provisions shall not be
construed as a waiver by Payee of its right to pursue any other remedies
available to it under the Mortgages or any other Loan Document, nor shall it be
construed to limit in any way the application of the Default Rate.
Section 2.04. Voluntary Prepayments and Defeasements. Maker shall be
permitted to prepay or defease the Principal Amount of this Loan only on the
terms and conditions and to the extent provided in Article XV of the Mortgages.
All such prepayments and defeasements shall be applied in accordance with
Section 2.02(a)(ii) hereof.
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Section 3. DEFAULTS
Section 3.01. Defaults. This Note is secured, inter alia, by (i) certain
mortgages, deeds of trust and deeds to secure debt, security agreements,
assignments of rents and fixture filings (each herein referred to as a
"Mortgage" and collectively as the "Mortgages") covering property, of Maker, as
more particularly described in each Mortgage, and (ii) certain assignments of
leases and rents and security deposits of even date herewith made by Maker. All
terms, covenants, conditions and agreements of the Loan Documents, including
without limitation, the mortgages, and the due on sale provision contained
within the Mortgages, hereby constitute part of this Note, as if the same had
been fully set forth herein. Each Event of Default under the Mortgages or any
one or more of the other Loan Documents shall be an Event of Default hereunder.
Section 3.02. Remedies. Upon the occurrence of an Event of Defualt, the
entire Principal Xxxxxx, accrued interest and all other sums due and payable
hereunder, under the Morgages or other Loan Documents shall become immediately
due and payable at the option of Payee and immediately, and without notice to
Maker, interest on the Principal Amount shall accrue at the Default Rate. In
addtion, if, prior to the Optional Prepayment Date, the Loan has been
accelerated based on an Event of Defualt, there shall also be due and payable to
Payee on the accelerated maturity date an amount equal to the excess, if any, of
(a) the amount of a Defeasance Deposit for the purchase of Federal Obligations
necessary to meet the Scheduled Defeasance Payments described in clause (a) of
the definition of "Scheduled Defeasance Payments" over (b) the Principal Amount.
Failure to exercise this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent Default or to exercise any
other remedy available to Payee relating to such Default. If there is more than
one Maker of this Note, subject to the provisions of Section 4.04 hereof, the
undersigned Persons shall each be jointly and severally liable to pay the entire
Loan Amount and all other sums becoming due hereunder or under the other Loan
Documents.
Section 4. MISCELLANEOUS
Section 4.01. Waivers. (a) Maker acknowledges that the Loan evidenced by
this Note is a commercial transaction and, to the fullest extent permitted by
Legal Requirements, as to this Note, the Mortgages and any other Loan Documents
securing this Note, Maker hereby waives all applicable exemption rights, whether
under the constitution of the State of New York or otherwise and also waives
valuation and appraisement, presentment, protest and demand, notice of protest,
demand-and dishonor and nonpayment of this Note and, except as specifically
provided herein or in the other Loan Documents, all other notices or demands to
the fullest extent permitted pursuant to Legal Requirements, and hereby
expressly agrees that the maturity of this Note or payment hereunder, may be
extended from time to time without in any way affecting the liability of Maker
or of any guarantor of this Note. No notice to, or demand on Maker shall entitle
Maker to any other or future notice or demand in the same, similar or other
circumstances. Maker further consents to the release of any person liable for
this obligation without affecting the liability of any other party hereto or any
guarantor hereof. The remedies of Payee provided herein, in the Mortgages and
the other Loan Documents, are cumulative and concurrent, and may be pursued
singly, successively, or together, at the sole discretion of Payee, and may be
exercised as often as the occasion therefor shall occur. Any delay on the part
of Payee in exercising any right hereunder shall not operate as a waiver of any
right, and any waiver granted for one occasion shall not operate as a waiver in
the event of a subsequent Default.
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(b) This Note cannot be modified, terminated, extended, amended or
discharged orally. No requirement hereof may be waived at any time except by a
writing signed by Xxxxx, nor shall any waiver be operative upon other than a
single occasion. All rights and remedies herein specified are intended to be
cumulative and not in substitution for any right or remedy otherwise available.
In any action or proceeding to recover any sum herein provided for, to the
extent permitted by applicable Legal Requirements, no defense of adequacy of
security, or that resort must first be had to any other Person, shall be
asserted. All references herein to Maker and to Payee shall be deemed to include
its successors and assigns.
Section 4.02. Taxes. Maker agrees that if, at any time, the United States
of America, or any State or Commonwealth thereof or any subdivision of any such
State, shall require revenue or other stamps to be affixed to this Note or the
Mortgages, or impose any other tax or charges on the same, Maker will pay the
same, with interest and penalties thereon, if any.
Section 4.03. Invalidity. Wherever possible, each provision of this Note
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Note is held to be invalid or
unenforceable by a court of competent jurisdiction, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions of this Note, and the other
provisions of this Note shall remain in full force and effect and shall be
liberally construed in favor of Payee in order to effect the provisions of this
Note.
Section 4.04. Exculpation. Notwithstanding any provision herein or in any
of the other Loan Documents to the contrary, except as set forth in this Section
4.04, Payee shall not enforce the liability and obligation of Maker to perform
and observe the obligations contained in this Note, the Mortgages or the other
Loan Documents by an action or proceeding wherein a money judgment shall be
sought against Maker or any judgment shall be sought against any director,
officer, employee, partner or stockholder of Maker, or its general partners (all
of the foregoing, collectively, "Principals"). Payee, by accepting this Note,
the Mortgages and the other Loan Documents, agrees that it shall not sue for,
seek or demand any deficiency judgment against Maker or any judgment, including
a judgment for specific performance, against its Principals or any one or more
of them in any such action or proceeding, under or by reason of or under or in
connection with this Note, the Mortgages or the other Loan Documents except to
the extent necessary or appropriate to proceed against or execute or foreclose
on any or all of the collateral granted to Payee under the Loan Documents. The
provisions of this Section 4.04 shall not, however, (a) impair the validity of
the indebtedness evidenced by this Note or in any way affect or impair the lien
of the Mortgages or any of the other Loan Documents, or the right of Payee to
foreclose the Mortgages or otherwise realize upon any collateral securing this
Note following an Event of Default; (b) impair the right of Payee to name Maker
or any other Person as a party defendant in any action or suit for judicial
foreclosure and sale or otherwise under the Mortgages to the extent necessary to
realize upon any collateral securing this Note; (c) impair the right of Payee to
obtain the appointment of a receiver; (d) impair the enforcement of the
Assignments; (e) impair the right of Payee to bring suit with respect to, or
Maker's personal liability for, fraud or intentional misrepresentation by Maker
or any other Person in connection with this Note, the Mortgages or any other
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Loan Document; (f) impair the right of Payee to bring suit with respect to, or
Maker's personal liability for, Maker's misappropriation of tenant security
deposits or Rents; (g) impair the right of Payee to obtain, or Maker's personal
liability for Maker's misapplication or misappropriation of insurance proceeds
or condemnation awards due to Payee under the Mortgages; (h) impair the right of
Payee to enforce, or Maker's personal liability for, the provisions of Section
16.01 or Section 16.02 of the Mortgages whether before or after payment in full
of the Principal Amount; (i) prevent or in any way hinder Payee from exercising,
or constitute a defense, or counterclaim or or-her basis for relief in respect
of the exercise of, any other remedy against the collateral securing the Note as
provided in the Loan Documents or as prescribed by law or in equity in case of
Defaults; (j) prevent or in any way hinder Payee from exercising, or constitute
a defense, a counterclaim, or other basis for relief in respect of the exercise
of its remedies in respect of any judgments or other sums due from Maker to
Payee other than under the Loan Documents; (k) impair the aright of Payee to
bring suit with respect to, or Maker's personal liability for, Maker's
misappropriation, during the continuance of an Event of Default, from any
Cross-collateralized Property of any items of personalty or any fixtures or any
other misappropriation with respect to any Cross-collateralized Property during
the continuance of an Event of Default or (1) impair the right of Payee to bring
suit with respect to, or Maker's personal liability for, losses, damages or
liabilities suffered by Payee arising from any acts or omissions by Maker that
resulted in waste, provided, however, that waste shall not be deemed to include
the non-payment of impositions, mechanics liens, materialmen's liens or any
other liens arising from work performed on, or materials delivered to, the Cross
collateralized Properties.
Section 4.05. Governing Law. (a) This Note was negotiated in New York, and
delivered by Maker and accepted by Xxxxx in the State of New York, and the
proceeds of this Note were disbursed from New York, which State Maker agrees has
a substantial relationship to Payee and maker and to the transaction embodied
hereby, in all respects, including, without limiting the generality of the
foregoing, matters of construction, validity, enforceability and performance.
This Note and the obligations arising hereunder shall be governed by, and
construed in accordance with, the laws of the state of New York applicable to
contracts made and performed in such State (without regard to the conflicts of
law rules thereof) and any applicable law of the United States of America,
except that at all times the provisions for the creation, perfection, and
enforcement of the liens and security interests created pursuant to the
Mortgages and pursuant to the other Loan Documents shall be governed by and
construed according to the law of the State in which the applicable
Cross-collateralized Property is located, and that the Uniform Commercial Code
(or decisional law) of a jurisdiction other than New York may provide the method
of perfection, the effect of perfection and non-perfection, or the priority of
liens and security interests in personal property, created pursuant to the
Mortgages and pursuant to the other Loan Documents, it being understood that, to
the fullest extent permitted by law of such state, the law of the State of New
York shall govern the validity and the enforceability of all Loan Documents, and
the obligations arising hereunder or thereunder. To the fullest extent permitted
by law, Maker hereby unconditionally and irrevocably waives any claim to assert
that the law of any other jurisdiction governs this Note and this Note shall be
governed by and construed in accordance with the laws of the State of New York
pursuant to ss. 5-1401 of the New York General Obligations Law.
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(b) Any legal suit, action or proceeding against Maker or Payee arising out
of or relating to this Note shall be instituted in any federal or state court in
New York, New York, pursuant to 5-1402 of the New York General Obligations Law,
and Maker waives any objection which it may now or hereafter have to the laying
of venue of any such suit, action car proceeding, and Maker hereby irrevocably
submits to the jurisdiction of any such court in any suit, action or proceeding.
Maker does hereby designate and appoint C.T. Corporation, having an address at
0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to accept and
acknowledge on its behalf service of any and all process which may be served in
any such suit, action or proceeding in any federal or state court in New York,
New York, and agrees that service of process upon said agent at said address and
written notice of said service of Maker mailed or delivered to Maker in the
manner provided in the Mortgages, shall be deemed in every respect effective
service of process upon Maker, in any such suit, action or proceeding in the
State of New York. Maker (i) shall give prompt notice to the payee of any
changed address of its authorized agent hereunder, (ii) may at any time and from
time to time designate a substitute authorized agent with an office in New York,
New York (which office shall be designated as the address for service of
process), and (iii) shall promptly designate such a substitute it its authorized
agent ceases to have an office in New York, New York or is dissolved without
leaving a successor.
Section 4.06. [Intentionally Omitted]
Section 4.07. Maximum Amount. It is the intention of Maker and Payee to
conform strictly to the usury and similar laws relating to interest from time to
time in force, and all agreements between Maker and Payee, whether now existing
or hereafter arising and whether oral or written, are hereby expressly limited
so that in no contingency or event whatsoever, whether by acceleration of
maturity hereof or otherwise, shall the amount paid-or agreed to be paid in the
aggregate to payee as interest hereunder or finder the other Loan Documents
exceed the maximum permissible under applicable usury or such other laws (the
"Maximum Amount"). In the event, for any reason whatsoever, any payment by or
act of Maker pursuant to the terms hereof or pursuant to any requirements of any
provision hereof or of the other Loan Documents shall result in payment of
interest which would exceed the Maximum Amount, then ipso facto the obligation
of Maker to pay interest or perform such act or requirement shall be reduced to
the limit authorized under such Legal Requirements, so that in no event shall
Maker be obligated to pay any interest, perform any act, or be bound by any
requirement which would result in payment of interest in excess of a sum which
is lawfully collectible, and all sums in excess of those lawfully collectible as
interest shall, without further agreement or notice between or by any party
hereto, be deemed applied upon principal immediately upon receipt of such moneys
by payee, with the same force and effect as though Maker had specifically
designated such sums to be applied to principal prepayment. Notwithstanding any
provision herein to the contrary, however, no such application shall give rise
to an obligation on the part of Maker to pay any prepayment premium, if any,
payable pursuant to the Loan Documents. The provisions of this paragraph shall
control every other provision of this Note
Section 4.08. Costs of Collection. Maker agrees to pay all costs and
expenses of collection incurred by Xxxxx, in addition to principal, interest,
and premiums, if any, and Late Charges, including, without limitation,
reasonable attorneys, fees and disbursements, all costs and expenses incurred in
connection with the pursuit by Payee of any of its rights or remedies hereunder,
under the Mortgages or any of the other Loan Documents or the protection of or
realization of collateral or in connection with Xxxxx's collection efforts,
whether or not suit on this Note, on any of the other Loan Documents or any
foreclosure proceeding is filed, and all such costs and expenses shall be
payable on demand with interest thereon to be calculated at the Default Rate and
shall be secured by the Mortgages and all other collateral at any time held by
Payee as security for Maker's obligations to Payee.
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Section 4.09. Waiver of Jury Trial. Maker, to the fullest extent it may
lawfully do so, waives any right it may have to trial by jury in any action,
including, without limitation, any tort action, to interpose any counterclaim in
any action (other than a compulsory counterclaim), and to have the same
consolidated with any other or separate action brought on or with respect to
this Note, the Mortgages or any other Loan Document.
Section 4.10. Headings. The section headings in this Note are included
herein for convenience of reference only and shall not constitute apart of this
Note for any other purpose.
Section 4.11. Participation. Payee shall have the right to assign this Note
in whole, but not in part, the Mortgages and/or any of the other Loan Documents,
and to transfer, assign or sell participation and subparticipations (including
blind or undisclosed participation and subparticipations) in the Mortgages and
the other Loan Documents and the obligations hereunder to any Person; provided,
however, that no participation shall increase, decrease or otherwise affect
either Maker's or Payee's obligations hereunder, under the Mortgages or under
any of the other Loan Documents.
Section 4.12. Amended and Restated Note. This Note amends and restates the
Original Note in its entirety, upon which all applicable mortgage taxes and
documentary taxes have been paid and affixed to the applicable Mortgages. To the
extent there are any conflicts between the terms of the Original Note and this
Note, the terms of this Note shall control. Notwithstanding the foregoing, Maker
and the Defeasance Borrowers hereby acknowledge and agree that, as between Payee
and the Defeasance Borrowers, the provisions of Section 4.04 of the Original
Note shall be deemed to survive with respect to the Defeasance Borrowers with
respect to matters arising prior to the date hereof (the "Surviving Recourse
Liability Provisions"), as though such provisions were fully set forth herein.
The Defeasance Borrowers hereby join into this Note for the sole purpose of
acknowledging their liability, on a joint and several basis, for the Surviving
Recourse Liability Provisions.
* * * *
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IN WITNESS WHEREOF, this Note has been duly executed by Maker, the day and
year first above written.
Witness: CORAL ISLE FACTORY SHOPS LIMITED
PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
Witness: GULF COAST FACTORY SHOPS LIMITED
PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
Witness: KANSAS CITY FACTORY SHOPS LIMITED
PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
Page - (11)
Witness: OHIO FACTORY SHOPS PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation,
its general partner
By: ________________________
Name: ______________________
Title: ______________________
Witness: SAN MARCOS FACTORY STORES, LTD.
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
TRIANGLE FACTORY STORES LIMITED
PARTNERSHIP
By: Prime Retail, L.P., a
Delaware limited
partnership, its managing
general partner
--------------------------------------------
ATTEST:
By: Prime Retail, Inc., a
Maryland corporation,
its general partner
By:
-----------------------------------
Name:
Title: Secretary By: ________________________
Name: ______________________
Title: ______________________
Page - (12)
Witness: GAINESVILLE FACTORY SHOPS LIMITED
PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
Witness: FLORIDA KEYS FACTORY SHOPS
LIMITED PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
Witness: THE PRIME OUTLETS AT LEBANON
LIMITED PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
Page - (13)
Witness: MAGNOLIA BLUFF FACTORY SHOPS
LIMITED PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
Witness: XXXXXXX FACTORY SHOPS LIMITED
PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
Witness: GULFPORT FACTORY SHOPS LIMITED
PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
Page - (14)
Witness: GROVE CITY FACTORY SHOPS
PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
Witness: DEFEASANCE BORROWERS, SOLELY FOR
PURPOSES JOINING INTO SECTION
-------------------------------------------- 4.12 OF THIS NOTE:
CASTLE ROCK FACTORY SHOPS
PARTNERSHIP
By: Prime Retail, L.P., a
Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
Witness: LOVELAND FACTORY SHOPS LIMITED
PARTNERSHIP
By: Prime Retail, L.P., a
-------------------------------------------- Delaware limited
partnership, its managing
general partner
By: Prime Retail, Inc., a
Maryland corporation, its
general partner
By: ________________________
Name: ______________________
Title: ______________________
