MASTER MODIFICATION AGREEMENT
THIS MASTER MODIFICATION AGREEMENT ("this Agreement") is made
as of the 22nd day of December, 2000, among BUCKEYE FACTORY SHOPS LIMITED
PARTNERSHIP, a Delaware limited partnership ("Buckeye Borrower"), THE PRIME
OUTLETS AT XXXXXXX LIMITED PARTNERSHIP, a Delaware limited partnership ("Xxxxxxx
Borrower"), CAROLINA FACTORY SHOPS LIMITED PARTNERSHIP, a Delaware limited
partnership ("Carolina Borrower"), XXXXXX FACTORY STORES LIMITED PARTNERSHIP, a
Delaware limited partnership ("Xxxxxx Borrower"), THE PRIME OUTLETS AT XXX
LIMITED PARTNERSHIP, a Delaware limited partnership ("Xxx Borrower"), and SHASTA
OUTLET CENTER LIMITED PARTNERSHIP, a Delaware limited partnership ("Shasta
Borrower;" Buckeye Borrower, Xxxxxxx Borrower, Carolina Borrower, Xxxxxx
Borrower, Xxx Borrower and Shasta Borrower are hereinafter sometimes referred
to, jointly and severally, as "Borrowers"), each of Borrowers having its
principal office c/o Prime Retail, L.P., 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxxxx, Xxxxxxxx 00000, PRIME RETAIL, L.P., a Delaware limited partnership
("Existing Guarantor"), having its principal office at 000 Xxxx Xxxxx Xxxxxx,
00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, and PRIME RETAIL, INC., a Maryland
corporation ("Special Guarantor"), having its principal office c/o Prime Retail,
L.P., 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (Existing
Guarantor and Special Guarantor are hereinafter sometimes referred to, jointly
and severally, as "Guarantors"), and NOMURA ASSET CAPITAL CORPORATION, a
Delaware corporation ("Lender"), having an office at 2 World Xxxxxxxxx Xxxxxx,
Xxxxxxxx X, Xxx Xxxx, Xxx Xxxx 00000.
W I T N E S S E T H :
WHEREAS, Lender has previously made a loan (the "Existing
Loan") in the principal sum of up to $112,000,000 to Borrowers, which Existing
Loan is (i) made and advanced pursuant to the "Existing Loan Agreement," (ii)
evidenced by the "Existing Notes" and (iii) secured by, among other things, the
"Existing Mortgages" (as such quoted terms are defined in the Master Schedule of
Existing Loan Documents (the "Master Schedule") attached hereto and incorporated
herein; the Existing Loan, as the same is modified as contemplated hereby, and
as the same may be further modified or amended from time to time, hereinafter
referred to as the "Loan;" the Existing Loan Agreement, as the same is modified
as contemplated hereby, and as the same may be further modified or amended from
time to time, hereinafter referred to as the "Loan Agreement;" the Existing
Notes, as the same are modified as contemplated hereby, and as the same may be
further modified or amended from time to time, hereinafter referred to,
individually and collectively, as the "Notes;" and the Existing Mortgages, as
the same are modified as contemplated hereby, and as the same may be further
modified or amended from time to time, hereinafter referred to, individually and
collectively, as the "Mortgages");
WHEREAS, each of Borrowers is the respective fee owner of each
of the Properties, other than in the case of the "Carolina Property" (as such
quoted term is defined in the Master Schedule), as to which Carolina Borrower
holds a leasehold interest;
WHEREAS, each of the Mortgages encumbers, respectively,
Borrowers' respective interests in the Properties, as aforesaid, together with
the improvements and other property more particularly described in each of the
Mortgages (individually and collectively, the "Mortgaged Properties");
WHEREAS, pursuant to the "Existing Guaranty" (as such quoted
term is defined in the Master Schedule), Existing Guarantor has guaranteed the
repayment of the Loan on the terms set forth therein (the Existing Guaranty, as
the same is modified and reaffirmed, as contemplated hereby, together with the
Special Guaranty, as hereinafter defined, and as the any of the foregoing may be
further modified or amended from time to time, hereinafter referred to,
individually and collectively, as the "Guaranty");
WHEREAS, pursuant to that certain Special Limited Guaranty of
Payment dated the date hereof (the "Special Guaranty") from Special Guarantor to
Lender, Special Guarantor has guaranteed the repayment of a portion of the Loan
on the terms, and under the circumstances, set forth therein;
WHEREAS, Lender had assigned all of its right, title and
interest in and to the Existing Loan to Short Term Asset Receivable Trust
("START");
WHEREAS, START had reassigned all of its right, title and
interest in and to the Existing Loan to Lender, who is now the owner and holder
of the Existing Loan and the existing loan documents set forth on the Master
Schedule (individually and collectively, the "Existing Loan Documents");
WHEREAS, the maturity date under the Existing Loan Agreement
and the Existing Notes occurs on June 11, 2001;
WHEREAS, Borrowers have requested that Lender (i) grant an
extension of the maturity date, (ii) permit Existing Guarantor (in its capacity
as managing general partner of each of Borrowers) to enter into the Fortress
Loan (as hereinafter defined) and (iii) agree to certain other modifications to
the Existing Loan and the Existing Loan Documents, all as hereinafter more
particularly set forth; and
WHEREAS, Lender is willing, on the terms and conditions set
forth herein, to agree to Borrowers' requests, as aforesaid, subject to the
terms and provisions of this Agreement and subject to the satisfaction of all of
Lender's conditions thereto, including, without limitation, (i) the payment to
Lender, in immediately available funds, contemporaneously with the execution of
this Agreement, of an extension fee (the "Extension Fee") in the amount of
$1,120,000, (ii) the execution and delivery of the Special Guaranty by Special
Guarantor to Lender, (iii) the execution and delivery into escrow, pursuant to
that certain Transfer and Escrow Agreement dated the date hereof (the "Transfer
Agreement") among Borrowers, Lender and Chicago Title Insurance Company, as
escrow agent ("Escrow Agent"), of the "Transfer Documents" (as such quoted term
is defined in the Transfer Agreement), which Transfer Documents include, without
limitation, deeds (or an assignment of ground lease, in the case of the Carolina
Property), with covenants against grantor's acts, and all other transfer
documents required by Lender in connection therewith, pursuant to which each of
Borrowers shall convey to Lender, its assignee(s), designee(s) or nominee(s), on
an uncontested basis, upon the conditions, and subject to the terms, set forth
in this Agreement, Borrowers' respective interests in the Mortgaged Properties,
(iv) the reaffirmation by the Existing Guarantor of the Existing Guaranty, as
hereinafter set forth, and (v) the repayment in full to Lender's affiliate, The
Capital Company of America, LLC, a Delaware limited liability company, in
immediately available funds, contemporaneously with the execution of this
Agreement, out of the proceeds of the Fortress Loan, of that certain unsecured
revolving line of credit in the original principal amount of $40,000,000 made to
Existing Guarantor, including all principal outstanding thereunder and all
interest, fees and other sums accrued thereon or in connection therewith which
remain unpaid;
NOW, THEREFORE, to induce Lender to so extend and modify the
Existing Loan and the Existing Loan Documents, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Borrowers and Guarantors hereby covenant and agree with, and represent and
warrant to, Lender as follows:
1. Definitions. Any defined terms used in this Agreement, if not specifically
defined in this Agreement, shall have the -------------------- meaning given to
such terms in the Existing Loan Agreement.
1. Extension of Maturity Date. The date "June 11, 2001" that appears in the
definition of "Stated Maturity Date" in the Existing Loan Agreement and in the
Existing Notes is hereby deleted and replaced with the date "December 31, 2003"
and the Maturity Date of the Note is hereby extended to December 31, 2003; in
connection therewith, the Existing Loan Agreement, the Existing Notes, the
Existing Mortgages and the other Existing Loan Documents, and the defined term
"Maturity Date," to the extent set forth therein, shall be, and are hereby,
modified to reflect the foregoing.
1. Modification of Interest Rate and Default Rate; Principal Balance. Commencing
on the next Payment Date after the date hereof (hereinafter, the "Next Payment
Date"), interest on the outstanding principal balance of the Loan and the
Existing Notes shall accrue, prior to default, at a fixed rate per annum equal
to thirteen (13.0%) percent, calculated for the actual number of days elapsed on
the basis of a 360-day year from and including the commencement date aforesaid
to, but not including, the date of repayment of the Loan; such interest,
calculated as aforesaid, shall continue to be payable in arrears on each Payment
Date; all references in the Existing Loan Agreement, the Existing Notes, the
Existing Mortgages and the other Existing Loan Documents to, and all provisions
therein containing the defined term, "LIBOR," to the extent that the same would
render such provisions inconsistent with the foregoing, shall be disregarded; in
connection with the foregoing, the Existing Loan Agreement, the Existing Notes
(including the respective provisions of Section 3(A) thereof), the Existing
Mortgages and the other Existing Loan Documents, and the defined term "Interest
Rate," to the extent set forth therein, shall be, and are hereby, modified to
reflect the foregoing. Consistent with the foregoing modifications, the defined
term "Default Rate," to the extent set forth in the Existing Loan Agreement, the
Existing Notes, the Existing Mortgages and the other Existing Loan Documents,
shall be, and is hereby, modified to mean, with respect to the Loan, a rate per
annum equal to the lesser of (a) the maximum rate permitted by applicable law,
or (b) eighteen (18.0%) percent. Also consistent with the foregoing
modifications, the defined term "Debt Service Coverage Ratio" set forth in the
Existing Loan Agreement, and to the extent set forth in the Existing Notes, the
Existing Mortgages and the other Existing Loan Documents, shall be, and is
hereby, modified to delete the reference therein appearing in the fifth (5th)
line thereof to "a debt service constant of 10.09" and to replace the same with
"an interest rate of thirteen (13.0%) percent per annum."
The parties hereto acknowledge that as of the date hereof the outstanding
principal balance of the Loan is
$112,000,000.
4. Required Amortization of Principal Balance. Commencing on the Payment Date
which succeeds the Next Payment Date, Lender shall require that Borrowers
amortize, on a monthly basis, the outstanding principal balance of the Loan.
Accordingly, Section 2.2.1(b) of the Existing Loan Agreement shall be, and is
hereby, amended and restated in its entirety as follows:
On January 11, 2001, interest only on the outstanding
principal balance of the Loan at the Interest Rate shall be
payable. Commencing on February 11, 2001, and on each and
every Payment Date thereafter (hereinafter, an "Amortization
Payment Date"), through and including the Maturity Date,
Borrowers shall pay an amount (said amount, the "Monthly Debt
Service Payment Amount"), equal to the sum of (x) interest at
the Interest Rate on the outstanding principal balance of the
Loan, plus (y) the "Monthly Amortization Amount" (as such
quoted term is hereinafter defined), provided, however, that
such Monthly Amortization Amount shall be paid in accordance
with the payment schedule described in the penultimate
sentence of this Section 2.2.1(b). The Monthly Debt Service
Payment Amount due on any Payment Date shall be applied by
Lender, first, to the payment of interest accrued from the
eleventh (11th) day of the calendar month preceding such
Payment Date through the tenth (10th) day of the calendar
month in which such Payment Date occurs, notwithstanding that
such Payment Date may have been deferred to the next Business
Day because the eleventh (11th) day of such calendar month is
not a Business Day, second, to any other sums then due and
payable in connection with the Loan, and third, to the
outstanding principal balance of the Loan, provided, however,
that, so long as any Event of Default exists, Lender shall
apply the Monthly Debt Service Payment Amount to such items in
connection with the Loan, including, without limitation,
reduction of outstanding principal and accrued and unpaid
interest and other sums thereon, and in such order and
proportion, as Lender, in its sole discretion, shall elect.
For purposes hereof, the term "Monthly Amortization Amount"
shall mean the greater of (i) $50,000 (the "Minimum
Amortization Amount") and (ii) that sum which equals (A) prior
to the repayment of the Fortress Loan, 50% of the "Excess Cash
Flow" (as such quoted term is hereinafter defined) or (B)
following the repayment of the Fortress Loan, 100% of the
Excess Cash Flow. For purposes hereof, the term "Excess Cash
Flow" shall mean, as of any Payment Date, the excess of (A)
all Rents in respect of the Properties over the preceding
calendar month, as determined by Lender, over (B) the sum of
all deposits, payments and expenditures required or permitted
to be made with respect to such calendar month pursuant to
Section 2.2.3 of the Loan Agreement, as modified hereby, as
reasonably determined by Lender (together with any Approved
Operating Expenses, Approved Capital Expenses and Approved
Leasing Expenses which, while not actually made during such
calendar month, are properly allocable to such calendar month,
to the extent reasonably approved by Lender), except that, for
purposes of calculating Excess Cash Flow hereunder, the
deposit of the Monthly Debt Service Payment Amount required to
be made pursuant to Section 2.2.3(b) shall not include the
Monthly Amortization Amount. Notwithstanding the foregoing, or
anything else to the contrary contained in any of the Loan
Documents, including, without limitation, Section 2.2.3 or
Section 2.6 of the Loan Agreement, so long as any Event of
Default exists, all Rents may be used and applied by Lender to
such items in connection with the Loan, including, without
limitation, reduction of outstanding principal and accrued and
unpaid interest and other sums thereon, in such order and
proportion, as Lender, in its sole discretion, shall elect. On
each Amortization Payment Date, Borrowers shall pay a Monthly
Amortization Amount which is at least equal to the Minimum
Amortization Amount due on such Payment Date and shall pay an
additional sum in respect of the Monthly Amortization Amount
which would have been due in respect of the prior calendar
month based on Borrowers' good-faith estimate of Excess Cash
Flow, if any, in such prior calendar month, provided, however,
that, on or before the twentieth (20th) of the then-current
calendar month, Borrowers shall provide Lender with a
calculation of Excess Cash Flow in respect of such prior
calendar month; based thereon, in the event that the Monthly
Amortization Amount paid by Borrowers in respect of the prior
calendar month was (a) insufficient, Borrowers shall pay the
shortfall to Lender on the next succeeding Payment Date, in
addition to any other sums which would be due on such Payment
Date, or (b) in excess of amounts that would otherwise have
been due, Borrowers shall receive a credit in amount equal to
such excess against any sums which are due on the next
succeeding Payment Date. In connection with the foregoing,
Lender shall have received from Borrowers such information as
Lender may require in order to calculate the Excess Cash Flow
in respect of any month, all in form acceptable to Lender and
at Borrowers' sole cost and expense, and accompanied by an
Officer's Certificate stating that all such information is
true, correct and complete.
5. Future Advances. Lender shall have no further funding obligations in
respect of the Loan. Accordingly, Section 2.1.1 of the Existing Loan Agreement
shall be, and is hereby, amended such that the "Facility Termination Date" is
deemed to have occurred on the date hereof, anything to the contrary contained
elsewhere in the Existing Loan Agreement, including, without limitation, the
definition of "Facility Termination Date" set forth in Section 1.1 thereof,
notwithstanding, and Lender shall have no further obligation under any
circumstances to make any Advances to Borrowers. Further, Section 2.1.2 of the
Existing Loan Agreement shall be, and is hereby, amended such that Borrowers
shall no longer be entitled to reborrow Advances under the Loan Agreement.
6. Release of Properties. The release price and other conditions precedent
to Lender's obligation to release any Property from the Lien of the Mortgage on
such Property shall be modified as hereinafter set forth and, in connection
therewith, Section 2.4.1(a) of the Existing Loan Agreement, shall be, and is
hereby, amended as follows:
(a) subsection (i) thereof shall be, and is hereby, amended and restated in
its entirety as follows:
(i) Borrower shall have paid to Lender the "Release Price" (as
such quoted term is hereinafter defined). For purposes hereof,
the term "Release Price" shall mean the greater of the
following amounts, as determined by Lender: (a) 125% of the
Allocated Amount for the Property proposed to be released, as
set forth in the Schedule of Allocated Amounts attached hereto
and incorporated herein, and (b) 100% of the "Net Proceeds"
(as such quoted term is hereinafter defined) for the Property
proposed to be released. For purposes hereof, the term "Net
Proceeds" shall mean (a) in the case of the sale or other
transfer, direct or indirect, of the Property proposed to be
released, provided that such sale or transfer is for the
entirety of the Property, the greater of (x) the Release
Amount for such Property, as set forth in the Schedule of
Release Amounts attached hereto and incorporated herein (the
"Release Amount Schedule"), and (y) 100% of the gross proceeds
of such sale or transfer, less reasonable and customary
expenses actually incurred by the applicable Borrower in
connection with such sale or transfer, said expenses, however,
in no event to exceed four (4%) percent of said gross
proceeds, or (b) in the case of the refinancing, direct or
indirect, of the Property proposed to be released, provided
that such refinancing is for the entirety of the Property, the
greater of (x) the Release Amount for such Property, as set
forth in the Release Amount Schedule, and (y) 100% of the
gross proceeds of such refinancing, less reasonable and
customary expenses actually incurred by the applicable
Borrower in connection with such refinancing, said expenses,
however, in no event to exceed one (1%) percent of said gross
proceeds. In connection with the foregoing, Lender shall have
received from Borrowers such information as Lender may require
in order to calculate the appropriate Release Price, all in
form acceptable to Lender and at Borrowers' sole cost and
expense, and accompanied by an Officer's Certificate stating
that all such information is true, correct and complete;
(b) the following new clause (v) shall be, and is hereby, added to Section
2.4.1(a) of the Existing Loan
Agreement:
(v) Lender shall have determined that the Debt Service
Coverage Ratio in respect of the Properties remaining as
collateral for the Loan following such proposed release, if
measured over the twelve (12)-month period preceding such
proposed release, is equal to or greater than 1.25:1.00 (the
"DSCR Requirement"), provided, however, that, in the event
that Lender determines that the DSCR Requirement would not be
met in connection with such proposed release, Lender shall
permit Borrowers to make an additional principal reduction
payment (hereinafter referred to as an "Additional Principal
Payment") as a condition to such release in an amount which,
when applied to reduce the principal amount of the Loan (in
addition to the application of the Release Price in connection
therewith), would cause the DSCR Requirement to be met, as
determined by Lender. Such Additional Principal Payment shall
be paid to Lender, in immediately available funds, together
with Borrowers' payment to Lender of the Release Price.
7. Cash Management. Irrespective of the non-existence on the date hereof of
any Cash Trap Event, commencing on the date hereof, Borrowers shall deposit any
Rents received by Borrowers, and shall instruct the Collection Account Bank to
transfer all property receipts that are cleared on a daily basis to the Cash
Collateral Account Bank for deposit, into the Cash Collateral Account and,
commencing on the Next Payment Date and continuing on each Payment Date
thereafter, any Rents deposited into the Cash Collateral Account (or otherwise
received by Borrowers) during the immediately preceding calendar month shall be
applied as set forth in Section 2.2.3 of the Existing Loan Agreement, as said
Section is hereinafter modified. Consistent with the foregoing, Section 2.2.3
and Section 2.6 of the Existing Loan Agreement shall be, and are hereby,
modified to delete therefrom, as a condition precedent to the effectiveness of
the operation thereof, the occurrence and existence of a Cash Trap Event. In
addition, said Section 2.2.3 shall be, and is hereby, further modified to
provide that any sums which remain after application as set forth in said
Section 2.2.3 shall, so long as no Cash Trap Event exists and is continuing, be
remitted to Borrowers (hereinafter, the "Borrowers' Remittance"), provided,
however, that, during the existence of any Cash Trap Event, said sums shall be
remitted to Lender and applied by Lender to such items in connection with the
Loan, including, without limitation, reduction of outstanding principal and
accrued and unpaid interest and other sums thereon, in such order and
proportion, as Lender, in its sole discretion, shall elect. Notwithstanding the
foregoing, on each Payment Date that Borrowers are entitled to receive the
Borrowers' Remittance hereunder, Borrowers and the General Partners hereby
authorize and direct Lender and the Cash Collateral Account Bank directly to
transfer such Borrowers' Remittance to an account, such account to be specified
by "Mezzanine Lender" (as such quoted term is hereinafter defined) in a written
notice delivered by Mezzanine Lender to the Cash Collateral Account Bank and
Lender not less than two (2) Business Days prior to the applicable Payment Date
(said transfer herein referred to as a "Mezzanine Loan Payment"). Borrowers and
the General Partners hereby acknowledge and agree that each Mezzanine Loan
Payment is intended to be, and shall be, an amount paid by Borrowers on behalf
of the General Partners out of the proceeds of an equity distribution which
otherwise would be made directly to the General Partners in like amount.
Borrowers hereby represent, warrant and confirm to Lender that
(a) all tenants of all the Properties have been irrevocably directed to send all
Rents directly to the Collection Account Bank for deposit into the "A" Account
and (b) all such directions remain in full force and effect.
8. Ongoing Reserves.
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(a) The amount required to be deposited by Borrowers monthly
into the Capital Reserve Fund shall be modified in respect of Capital Expenses
and shall be increased to account for Approved Leasing Expenses. Accordingly,
Section 7.4.1 of the Existing Loan Agreement shall be, and is hereby, amended
and restated in its entirety as follows:
7.4.1 Capital Reserve Fund; Leasing Reserve Fund. Borrowers
shall pay to Lender on the Next Payment Date and on each
Payment Date thereafter an amount with respect to each
Property equal to one-twelfth (1/12th) of the product obtained
by multiplying (i) $0.35 by (ii) the aggregate amount of
square feet of rentable space in such Property (said amounts
hereinafter called the "Capital Reserve Fund"). In addition,
Borrowers shall pay to Lender on the Next Payment Date and on
each Payment Date thereafter, as a sub-account under (but
otherwise, for purposes of this Agreement and the Other Loan
Documents, to be considered part of) the Capital Reserve Fund,
an amount with respect to each Property equal to one-twelfth
(1/12th) of the product obtained by multiplying (i) $1.00 by
(ii) the aggregate amount of square feet of rentable space in
such Property (said amounts required to be deposited pursuant
to this sentence hereinafter called the "Leasing Reserve
Fund"). Notwithstanding anything to the contrary contained
elsewhere in this Agreement, Borrowers' failure to make the
payments on account of the Leasing Reserve Fund, as required
hereby, shall constitute an Event of Default under this
Agreement.
(b) The conditions precedent set forth in Section 7.5 of the
Existing Loan Agreement for the disbursement of funds from the Capital Reserve
Fund and the Leasing Reserve Fund in respect of Approved Capital Expenses and
Approved Leasing Expenses shall be, and are hereby, modified to add thereto the
additional requirement that Borrowers shall have delivered to Lender copies of
invoices and contracts, to be reasonably approved by Lender, in respect of all
work for which such disbursement is requested.
9. Cross Default; Additional Bankruptcy Defaults. The Loan shall be
cross-defaulted with the Fortress Loan to the extent that there occurs an
acceleration (for any reason) of, the Fortress Loan. In addition, any bankruptcy
event which occurs with respect to any of Guarantors or any of the general
partners of any of Borrowers shall constitute an Event of Default under the
Loan. Accordingly, the following respective subclauses (xiii) and (xiv) of
Section 8.1(a) of the Existing Loan Agreement shall be, and are hereby, added to
said Section:
(xiii) notwithstanding any contrary provisions contained in
the "Pledge Consent Agreement" (as such quoted term is
hereinafter defined), if there shall occur an acceleration,
for any reason whatsoever, of the Fortress Loan; or
(xiv) if any of the events specified in clauses (vi), (vii) or
(viii) of this section 8.1(a) shall happen with respect to any
of Guarantors or any of the respective general partners of
Borrowers.
10. Accelerated Procedures.
(a) [Intentionally deleted].
(b) Borrowers shall, and do hereby, absolutely and
unconditionally agree, on the terms and conditions hereinafter set forth, to the
peaceful and non-contested transfer of Borrowers' respective fee or leasehold
interests, as the case may be, to the Properties and all of Borrowers'
respective other right, title and interest in and to the Mortgaged Properties to
Lender, its assignee(s), designee(s) or nominee(s), to be effected by, at the
election of Lender, (i) a non-contested foreclosure of the Mortgages
(hereinafter, a "Friendly Foreclosure"), in which case, Borrowers shall fully
cooperate with Lender and shall deliver such documentation in connection
therewith as Lender shall require, or (ii) delivery, in lieu of foreclosure, of
the Transfer Documents, in either case on the earlier to occur of (a) the
Maturity Date, and (b) the date Lender shall declare the Loan to be immediately
due and payable as the result of the occurrence of an Event of Default arising
out of Borrowers' failure to make any scheduled payment of interest and/or
principal on the Loan. In connection therewith, each of Borrowers has executed
and delivered the Transfer Documents to Escrow Agent. The Transfer Documents
shall be held by Escrow Agent and shall not be released to Lender unless and
until the following conditions (the "Transfer Conditions") have occurred: (i) a
demand for payment in full of the Loan (hereinafter, a "Payment Demand") is made
upon Borrowers in connection with either (x) the occurrence of the Maturity Date
of the Loan or (y) Lender's declaration of the Loan to be immediately due and
payable as the result of the occurrence of an Event of Default arising out of
Borrowers' failure to make any scheduled payment of interest and/or principal on
the Loan and (ii) Borrowers have failed to make such payment and such failure
has continued for three (3) days. Upon the occurrence of the Transfer
Conditions, Lender shall be, and is hereby, authorized, at Lender's election, in
its sole discretion, either to (a) initiate a Friendly Foreclosure of the
Mortgages, as aforesaid, or (b) authorize and direct Escrow Agent to release the
Transfer Documents to Lender for recordation and/or filing, at Borrowers' sole
cost and expense, in the appropriate jurisdictions. In connection with the
exercise by Lender of any of its rights or remedies under this Section 10(b) and
the transfer of the Properties pursuant either to a Friendly Foreclosure or the
Transfer Documents, Lender agrees that it shall comply with the procedures
outlined on the Schedule of Terms of Sale Procedures annexed hereto and
incorporated herein. Upon the release of the Transfer Documents in respect of
any Mortgaged Property and the actual transfer of such Mortgaged Property either
pursuant to such Transfer Documents or pursuant to a Friendly Foreclosure,
Borrowers shall receive a credit against the "Total Payoff Amount" (as such
quoted term is defined in the aforesaid Schedule of Terms of Sale Procedures)
equal to the "Agreed Value" (as such quoted term is hereinafter defined) of such
Mortgaged Property; for purposes of this Section 10(b), the term "Agreed Value"
shall mean the "fair market value" of the Mortgaged Property in question (as
such quoted term is defined in EXHIBIT A attached hereto), as of the date of the
Payment Demand, as determined by the mutual agreement of Lender and Borrowers
within 20 days of Lender's delivery of the Payment Demand (the last day of said
time period herein referred to as the "Appraisal Trigger Date"), provided,
however, that, in the event that Lender and Borrowers are unable, on or before
the Appraisal Trigger Date, to agree upon the fair market value of the Mortgaged
Property in question, then such fair market value shall be determined in the
manner set forth on, EXHIBIT A attached hereto.
The rights, powers and remedies of Lender under this Section
10 shall be cumulative with, and not exclusive of, any other, right, power or
remedy which Lender may have against Borrowers, Guarantors, or any other obligor
in respect of the Loan, whether pursuant to the Loan Agreement, the Mortgages,
the Guaranty, or any of the other Loan Documents, existing at law or in equity,
or otherwise, including, without limitation, the remedy of foreclosure, judicial
or non-judicial, under the Mortgages, all of which rights, powers and remedies
may be pursued singly, concurrently or otherwise, at such time and in such order
as Lender may determine in Lender's sole discretion. In addition, without in any
way limiting the generality of the foregoing, nothing contained in this Section
10 shall (x) restrict Lender from commencing, at Lender's election, any action
which Lender would otherwise be entitled to commence against Guarantors under
the Guaranty concurrently with Lender's exercise of remedies under this Section
10, including, without limitation, irrespective of whether the Fair Market Value
of any of the Mortgaged Properties has been established for purposes hereof, or
(y) obligate Lender to abide by the procedures and limitations set forth herein
based on the Fair Market Value of the Mortgaged Properties in connection with
the exercise by Lender of any of its rights or remedies, including, without
limitation, foreclosure of the Mortgaged Properties, outside of those set forth
in this Section 10(b).
11. Property Management. Unless otherwise consented to by Lender in its
sole and absolute discretion, each of the Properties shall at all times during
the term of the Loan be leased, managed and marketed by the Existing Guarantor.
Without Lender's prior written consent, no fees shall be payable to the Existing
Guarantor in connection with such leasing, managing and marketing of the
Properties. The Existing Guarantor shall operate or cause to be operated each of
the Properties in a first class manner and otherwise in accordance with the
standard of operation of other factory outlet centers similarly situated. The
Borrowers acknowledge and agree (i) that the Existing Guarantor's right to
manage the Properties shall be construed as on the basis of a Management
Agreement with a thirty (30) day term and providing for automatic renewal on a
month-to-month basis, renewable by each Borrower, and (ii) that each such
renewal shall be subject to the approval of Lender; provided, however, the
Lender shall be deemed to have approved such renewal so long as (x) no Event of
Default has occurred and is continuing and (y) on each DSCR Determination Date
the Debt Service Coverage Ratio for the Properties for the calendar quarter in
question is not less than 1.00:1.00. Should any Event of Default occur or the
Debt Service Coverage Ratio aforesaid be less than 1.00:1.00, Lender, in its
sole discretion, may require Borrowers to terminate the Management Agreements
that are deemed to be in place and enter into new Management Agreements with
managers, and on terms and conditions, acceptable to Lender in its sole and
absolute discretion. Each of such managers shall enter into and deliver to
Lender a subordination of management agreement on Lender's form with respect to
each Management Agreement required to be delivered pursuant to this paragraph.
12. No Subordinate Debt other than Fortress Debt; Other Debt of Existing
Guarantor; Modification of Existing Guaranty.
(a) Lender has agreed to permit the Fortress Loan.
Accordingly, the second (2nd) sentence of Section 6.1(i) of the Existing Loan
Agreement shall be, and is hereby, modified to permit the pledge of interests as
security for the Fortress Loan, as such pledge is hereinafter described. The
term "Fortress Loan" shall mean a mezzanine loan to be made by Fortress
Investment Group LLC, or an affiliate thereof, and Greenwich Capital Financial
Products, Inc., or an affiliate thereof (collectively, "Mezzanine Lender"), to
Existing Guarantor, which mezzanine loan shall be in the original principal
amount of $90,000,000, shall have a stated maturity date of December 31, 2003,
and shall be at an interest rate, and otherwise on terms and conditions,
acceptable to Lender in all respects, as the same may be modified from time to
time without Lender's consent, to the extent permitted under the Pledge Consent
Agreement. The Mezzanine Loan may be secured by a pledge by Existing Guarantor
of its respective partnership interests, as managing general partner, in each of
Borrowers, but otherwise shall not be secured by any of the Mortgaged Properties
or Borrowers' respective interests therein; as a condition to such pledge,
Mezzanine Lender and Lender shall have entered into a pledge consent agreement
on terms and conditions acceptable to Lender in its sole and absolute discretion
(the "Pledge Consent Agreement"), which terms and conditions shall include,
inter alia, Mezzanine Lender's agreement that it will not foreshorten the
aforesaid maturity date of the Mezzanine Loan without Lender's prior written
consent.
(b) In addition, each of the Existing Loan Agreement and the
Existing Guaranty shall be, and is hereby, modified to add the following
negative covenant with respect to Existing Guarantor:
Other than the Fortress Loan (including as the same may be
increased or supplemented from time to time), Existing
Guarantor shall not incur or permit (a) any new debt (other
than first-mortgage lien debt), that (x) does not repay, in
full, a like amount of existing debt (other than
first-mortgage lien debt) or repay, dollar-for-dollar, the
Loan, or (y) has a maturity on or before the Maturity Date
under the Existing Loan Agreement, as modified hereby, or (b)
any new guaranties or other obligations in the nature of a
guaranty with respect to any other debt that (i) do not
replace, in full, a like amount of existing guaranties of, or
other similar liabilities with respect to, other debt, or (ii)
mature on or before the Maturity Date under the Existing Loan
Agreement, as modified hereby.
(c) The Existing Guaranty shall be, and is hereby, further
modified by deleting from Section 14(a) thereof the requirement that the REIT
shall at all times cause its common stock to be listed on a
nationally-recognized stock exchange, provided, however, that, the substantive
financial and other reporting requirements imposed on Existing Guarantor under
the Existing Guaranty which derive from such listing shall remain unaffected by
the foregoing modification; that is to say, Existing Guarantor shall continue at
all times to comply with such reporting requirements, on a substantive basis, as
if the REIT at all times remained a public company.
13. Defeasance. Notwithstanding anything to the contrary in the Existing
Loan Agreement or any of the other Existing Loan Documents, Borrower shall have
no rights either to (x) substitute any of the Properties as collateral for the
Loan or (y) defease the Loan. In connection with the foregoing, Sections 2.4.3
through 2.4.5, inclusive, of the Existing Loan Agreement shall be of no further
force or effect.
14. Exit Fee. Section 2.7(b) of the Existing Loan Agreement shall be, and
is hereby, amended and restated in its entirety as follows:
(b) Borrowers shall pay to Lender an exit fee (the "Exit Fee")
in the event that the Loan is repaid, in whole or in part,
other than with proceeds of permanent financing obtained from
Lender. The Exit Fee shall be equal to 1% of the principal
amount of the Loan so repaid, not including that portion of
the principal amount of the Loan so repaid with the proceeds
of permanent financing obtained from Lender.
15. Notices to Lender and Mezzanine Lender. The provisions of Section 10.6
of the Existing Loan Agreement shall be, and are hereby, modified as follows:
(a) The address for Lender set forth therein shall be, and is hereby,
changed to the following:
Nomura Asset Capital Corporation
Two World Financial Xxxxxx
Xxxxxxxx X, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
with a copy to (in addition to the other copy addresses for
Lender set forth in the Existing Loan Agreement):
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
00 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxx, Esq.
(b) Copies of any notices delivered to Borrowers or Existing
Guarantor shall also be delivered to Mezzanine Lender at the following address
and in the manner required by Section 10.6 of the Existing Loan Agreement:
FRIT PRT Lending LLC
c/o Fortress Registered Investment Trust
1301 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
with a copy to:
Greenwich Capital Financial Products, Inc.
000 X. Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxx and Xxxx Xxxxx
and:
Greenwich Capital Financial Products, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
16. Additional Modification of Mortgage encumbering the Xxxxxx Property.
The Mortgage encumbering the Xxxxxx Property, which Mortgage is more
particularly described in the Master Schedule, shall be, and is hereby, modified
to add the following provision thereto:
Upon the occurrence of an Event of Default, Mortgagee shall
have the right and power to sell the Mortgaged Property in a
non-judicial proceeding pursuant to applicable law.
17. Costs and Expenses. Borrowers shall pay all recording and filing fees,
transfer taxes, title insurance premiums, escrow and other title company
charges, reasonable attorneys' fees (including the reasonable fees and expenses
of local counsels for Lender) and all other out-of-pocket costs and expenses
incurred by Lender in connection with this Agreement and the modification of the
Loan.
18. References. All references in the Existing Loan Documents or any of the
Loan Documents executed in connection with this Agreement to the "Loan" or to
any of the "Loan Documents," shall be deemed to refer to the Existing Loan or
the applicable Existing Loan Document, as the case may be, as modified, amended
and supplemented pursuant to the provisions of this Agreement, and as the same
may from time to time be further amended, modified, extended, supplemented,
renewed, replaced or restated.
19. No Offsets, Defenses, Etc. Borrowers acknowledge and agree that as of
the date hereof there are no offsets, defenses or counterclaims of any nature
whatsoever with respect (i) to the Existing Loan Documents, as modified, amended
and supplemented pursuant to the provisions of this Agreement, or (ii) to the
payment of the indebtedness evidenced and secured by the Existing Loan
Documents, as modified, amended and supplemented pursuant to the terms and
provisions of this Agreement.
20. Full Force and Effect. Borrowers agree that all of the terms, covenants
and conditions of the Existing Loan Documents, except as expressly modified,
amended and supplemented pursuant to the provisions of this Agreement, remain in
full force and effect. In the event of any inconsistencies between the terms and
provisions of the Existing Loan Documents and the terms and provisions of this
Agreement, the terms and provisions of this Agreement shall govern and control.
Borrowers hereby confirm that (i) the covenants, representations and warranties
in the Existing Loan Agreement, the Existing Mortgages and the other Existing
Loan Documents are hereby reconfirmed as of the date hereof and (ii) as of the
date hereof there has not been any change in circumstances which would render
the representations and warranties contained in the Existing Loan Agreement, the
Existing Mortgages or the other Existing Loan Documents incorrect or false in a
manner which would have a materially adverse effect on the ability of Borrowers
to meet their respective obligations under the Existing Loan Documents (as
amended, modified and supplemented pursuant to this Agreement).
21. Entire Agreement. Borrowers acknowledge that the Existing Loan
Documents, as modified, amended and supplemented pursuant to the provisions of
this Agreement, set forth the entire agreement and understanding of Lender and
Borrowers, and Borrowers absolutely, unconditionally and irrevocably waive any
and all right to assert any defense (other than defenses of payment or
performance), setoff, counterclaim or crossclaim (other than a mandatory or
compulsory counterclaim) against Lender with respect to (i) the Existing Loan
Documents, as modified, amended and supplemented pursuant to the provisions of
this Agreement, or (ii) the respective obligations of Borrowers under the
Existing Loan Documents, as modified, amended and supplemented pursuant to the
provisions of this Agreement, or (iii) the respective obligations of any other
person or party relating to the Existing Loan Documents, as modified, amended
and supplemented pursuant to the provisions of this Agreement, or (iv) the
respective obligations of Borrowers hereunder or otherwise with respect to the
Existing Loan in any action or proceeding brought by Lender to collect the
indebtedness evidenced and secured by the Existing Loan Documents, as modified,
amended and supplemented pursuant to this Agreement, or any portion thereof, or
to enforce, foreclose and realize upon the liens and security interests created
by the Existing Loan Documents, as modified, amended and supplemented pursuant
to the provisions of this Agreement. Borrowers and Lender agree that no oral or
other agreements, understandings, representations or warranties exist with
respect to the Existing Loan Documents, as modified, amended and supplemented
pursuant to the provisions of this Agreement, or with respect to the respective
obligations of Borrowers under the Existing Loan Documents, except those
specifically set forth in the Existing Loan Documents, as modified, amended and
supplemented pursuant to the provisions of this Agreement.
22. Lift of Stay. In consideration of the recitals and mutual covenants
contained herein, and for other good and valuable consideration (including the
agreement of Lender to extend the Maturity Date under the Existing Loan
Agreement and the Existing Notes pursuant to this Agreement), the receipt and
sufficiency of which are hereby acknowledged, in the event Borrowers or any of
their respective general partners shall (i) file with any bankruptcy court of
competent jurisdiction or be the subject of any petition under Title 11 of the
United States Code, as amended, (ii) be the subject of any order for relief
issued under such Title 11 of the United States Code, as amended, (iii) file or
be the subject of any petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future federal or state act or law relating to bankruptcy, insolvency
or other relief for debtors, (iv) have sought or consented to or acquiesced in
the appointment of any trustee, receiver or liquidator for itself or for any
substantial portion of its assets, (v) be the subject of any order, judgment or
decree entered by any court of competent jurisdiction approving a petition filed
against such party for any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future federal or state act or law relating to bankruptcy, insolvency or relief
for debtors, and as a result thereof Lender's ability to complete a sale at
foreclosure or other conveyance of the Properties or to exercise or enforce any
of Lender's other rights or remedies under the Existing Loan Agreement, the
Existing Notes, the Existing Mortgages, the Existing Guaranty, or any of the
other Existing Loan Documents (all as modified, amended and supplemented
pursuant to this Agreement), or under this Agreement or the Special Guaranty, at
law or in equity, is interfered with, impeded or otherwise impaired because of a
stay of such sale, conveyance, exercise or enforcement in such proceeding, then
in any such event Borrowers agrees that any such action described in clause (i)
through (v) above shall have been filed in bad faith and in abrogation of this
Agreement and should be deemed by the applicable bankruptcy court to have been
so filed, and Lender shall thereupon be automatically entitled to relief from
any automatic stay imposed by Section 362 of Title 11 of the United States Code
(or any successor or similar statute), as amended, or otherwise, on or against
the exercise of the rights and remedies otherwise available to Lender as
provided in the Existing Loan Agreement, the Existing Notes, the Existing
Mortgages, the Existing Guaranty, or any of the other Existing Loan Documents
(all as modified, amended and supplemented pursuant to this Agreement), or under
this Agreement or the Special Guaranty, or as otherwise provided by law and, in
the event of the occurrence of any of the events described in clauses (i)
through (v) above, neither Borrowers nor any of their respective general
partners will take any action to impede, restrain or restrict Lender's rights
and remedies under this Agreement or otherwise, whether under Sections 105 or
362 of Title 11 of the United States Code (or any successor or similar statute),
as amended or otherwise. In addition, Borrowers waive the right to extend the
one hundred twenty (120) day period under which the debtor has the exclusive
right to file a plan of reorganization in any case involving Borrowers as debtor
under Title 11 of the United States Code, as amended.
23. Confirmation of Existing Guarantor; Modification of the Defined Term
"Guarantor". Existing Guarantor hereby joins in this Agreement in order to
induce Lender to extend and modify the Existing Loan, and hereby:
(a) acknowledges the continuing validity of the
Existing Guaranty, as modified hereby, and represents,
warrants and confirms the non-existence as of the date hereof
of any offsets, defenses or counterclaims to Existing
Guarantor's obligations thereunder, and waives Existing
Guarantor's right to assert against Lender any defense (other
than defenses of payment and performance), set-off,
counterclaim or crossclaim (other than a mandatory or
compulsory counterclaim) of any nature whatsoever hereafter
arising in any litigation relating to the Existing Guaranty,
or Borrowers' respective obligations under the Existing Loan
Agreement, the Existing Notes, the Existing Mortgages, or any
of the other Existing Loan Documents (all as modified, amended
and supplemented pursuant to this Agreement), or otherwise
with respect to the Loan;
(b) reacknowledges and reaffirms all of the terms and
obligations contained in the Existing Guaranty to the extent
not expressly modified herein, which shall remain in full
force and effect and acknowledges, agrees, represents and
warrants that, except as set forth in the Existing Guaranty,
as modified herein, no oral or other agreements,
understandings, representations or warranties exist with
respect to the Existing Guaranty or with respect to the
obligations of Existing Guarantor thereunder.
Consistent with the transactions and modifications
contemplated by this Agreement, the defined term "Guarantor" set forth in the
Existing Loan Agreement, and to the extent set forth in the Existing Notes, the
Existing Mortgages and the other Existing Loan Documents, shall be, and is
hereby, modified to include and refer to Special Guarantor, individually and
collectively with Existing Guarantor.
24. Modifications. This Agreement may not be modified, amended or
terminated, except by an agreement in writing signed by the parties hereto.
25. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
26. Counterparts. (a) This Agreement may be executed in one or more
counterparts by some or all of the parties hereto, each of which counterparts
shall be an original and all of which together shall constitute a single
agreement. The failure of any party listed below to execute this Agreement, or
any counterpart hereof, shall not relieve the other signatories from their
obligations hereunder as long as each party hereto has executed at least one
counterpart of this Agreement.
(b) This Agreement may be executed and delivered by facsimile,
and each party shall be bound by this Agreement to the same extent as if such
party had delivered an original executed copy hereof to the other party, and
agrees that a facsimile copy of this Agreement shall be competent, admissible
evidence in any action, trial, arbitration or mediation of any dispute arising
under or relating to this Agreement. Notwithstanding the foregoing, any party
that executes this Agreement by facsimile shall ensure that an original executed
copy hereof is delivered promptly to the other party.
27. Authority. Each of Borrowers and Guarantors represents that it has the
full power and authority and the legal right to execute and deliver this
Agreement and that this Agreement constitutes its valid, binding and enforceable
obligation (except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws and by
general equitable principles, whether enforcement is sought by proceedings in
equity or at law).
28. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without regard to principles
of conflict of law.
29. Paragraph Headings. The headings, titles and captions of various
paragraphs of this Agreement are for convenience of reference only and are not
to be construed as defining or limiting, in any way, the scope or intent of the
provisions hereof.
30. Invalid Provisions. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws, such provision
shall be fully severable and this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision had never comprised a part
of this Agreement, and the remaining provisions of this Agreement shall remain
in full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement, unless such
continued effectiveness of this Agreement, as modified, would be contrary to the
basic understandings and intentions of the parties as expressed herein.
31. Waiver of Right to Trial by Jury. THE PARTIES HERETO HEREBY AGREE NOT
TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY
RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO ANY OF THE EXISTING LOAN DOCUMENTS, AS MODIFIED,
AMENDED AND SUPPLEMENTED PURSUANT TO THIS AGREEMENT, OR THIS AGREEMENT, OR ANY
CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER
OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE PARTIES
HERETO, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE
AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. THE PARTIES
HERETO ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING
AS CONCLUSIVE EVIDENCE OF THIS WAIVER.
[END OF PAGE; SIGNATURES FOLLOW.]
IN WITNESS WHEREOF, each of Borrowers, each of Guarantors and
Lender have duly executed this Agreement as of the day and year first above
written.
BORROWERS:
BUCKEYE FACTORY SHOPS LIMITED PARTNERSHIP,
a Delaware 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: /s/ C. Xxxx Xxxxxxxxx
------------------------
Name: C. Xxxx Xxxxxxxxx
Title: Executive Vice President
THE PRIME OUTLETS AT XXXXXXX LIMITED PARTNERSHIP,
a Delaware 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: /s/ C. Xxxx Xxxxxxxxx
------------------------
Name: C. Xxxx Xxxxxxxxx
Title: Executive Vice President
CAROLINA FACTORY SHOPS LIMITED PARTNERSHIP, a Delaware 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: /s/ C. Xxxx Xxxxxxxxx
------------------------
Name: C. Xxxx Xxxxxxxxx
Title: Executive Vice President
XXXXXX FACTORY STORES LIMITED PARTNERSHIP, a Delaware 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: /s/ C. Xxxx Xxxxxxxxx
------------------------
Name: C. Xxxx Xxxxxxxxx
Title: Executive Vice President
THE PRIME OUTLETS AT XXX LIMITED PARTNERSHIP, a Delaware 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: /s/ C. Xxxx Xxxxxxxxx
------------------------
Name: C. Xxxx Xxxxxxxxx
Title: Executive Vice President
SHASTA OUTLET CENTER LIMITED PARTNERSHIP, a Delaware 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: /s/ C. Xxxx Xxxxxxxxx
------------------------
Name: C. Xxxx Xxxxxxxxx
Title: Executive Vice President
GUARANTORS:
PRIME RETAIL, L.P., a Delaware limited partnership
By: Prime Retail, Inc., a Maryland corporation, its general partner
By: /s/ C. Xxxx Xxxxxxxxx
------------------------
Name: C. Xxxx Xxxxxxxxx
Title: Executive Vice President
PRIME RETAIL, INC., a Maryland corporation
By: /s/ C. Xxxx Xxxxxxxxx
------------------------
Name: C. Xxxx Xxxxxxxxx
Title: Executive Vice President
LENDER:
NOMURA ASSET CAPITAL CORPORATION,
a Delaware corporation
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
Title: Managing Director
