EXHIBIT 10.57
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,
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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
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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,
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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
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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
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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;
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(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
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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.
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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:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
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:
---------------------------------
Name:
--------------------------------
Title:
-------------------------------
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ADDRESS FOR NOTICE: PRIME RETAIL, L.P.
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
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ACKNOWLEDGMENT
STATE OF ____________ SECTION
SECTION
COUNTY OF ______ SECTION
This instrument was acknowledged before me on this the ___ day of July, 2002, by
_______________, as _______________ of HORIZON GROUP PROPERTIES, INC., a
Maryland corporation, on behalf of such corporation.
-------------------------------------------
Notary Public in and for the State of _____
My Commission Expires:____________
ACKNOWLEDGMENT
STATE OF _____________ SECTION
SECTION
COUNTY OF ______ SECTION
This instrument was acknowledged before me on this the ___ day of July, 2002, by
_______________, as _______________ of Horizon Group Properties, Inc., as
General Partner of HORIZON GROUP PROPERTIES, LTD., a Delaware limited
partnership, on behalf of such limited partnership.
-------------------------------------------
Notary Public in and for the State of _____
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ACKNOWLEDGMENT
STATE OF ____________ SECTION
SECTION
COUNTY OF ______ SECTION
This instrument was acknowledged before me on this the ___ day of July, 2002, by
_______________, as _______________ of PRIME RETAIL, L.P., a Delaware limited
partnership, on behalf of such limited partnership.
-------------------------------------------
Notary Public in and for the State of _____
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EXHIBIT "A"
LITIGATION
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EXHIBIT "B"
Monroe County, Michigan Property
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