Exhibit III
SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
[LAKE XXXXXX]
This SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT [LAKE XXXXXX]
(this "Amendment") is made and entered into as of the 12th day of June, 1995, by
and between PRIME GROUP II, L.P., an Illinois limited partnership (the
"Pledgor") and XXXXXX INVESTORS LIFE INSURANCE COMPANY, an Illinois insurance
corporation (the "Pledgee").
W I T N E S S E T H:
WHEREAS, Pledgor and Pledgee entered into that certain Pledge and
Security Agreement [Lake Xxxxxx], dated as of March 22, 1994 (the "Original
Pledge Agreement"), pursuant to which Pledgor pledged to Pledgee 690,276 Common
Units to secure Pledgor's obligations under the Guaranty;
WHEREAS, the Original Pledge Agreement was amended by that certain
First Amendment to Pledge and Security Agreement [Lake Xxxxxx], dated as of
August 31, 1994 (the "First Amendment"), between Pledgor and Pledgee (the
Original Pledge Agreement, as amended by the First Amendment, is referred to
herein as the "Pledge Agreement");
WHEREAS, Section 4.16 of the Pledge Agreement provides, in part, for
a periodic calculation of the aggregate Market Value of the Pledged Interests,
and, based on such calculation, may require Pledgor to pledge and deliver to
Pledgee additional collateral or may require Pledgee to release and deliver to
Pledgor certain Collateral; and
WHEREAS, Pledgor and Pledgee have agreed to certain revisions for
determining the Market Value of the Pledged Interests as hereinafter provided
and, in consideration thereof, Pledgor has agreed to pledge additional Common
Units.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Pledgor and Pledgee hereby agree
as follows:
1. All capitalized terms used in this Amendment which are not
specifically defined in this Amendment but which are defined in the Pledge
Agreement shall have the meanings given such terms in the Pledge Agreement.
2. Pledgor hereby pledges, hypothecates, assigns, and transfers to
Pledgee, and hereby grants to Pledgee, a continuing lien and security interest
in 95,576 Common Units (the "Additional Common Units"), subject to Sections 2.7
and 4.16(b) of the Pledge Agreement. Pledgor and Pledgee agree that the
Additional Common Units shall constitute "Pledged Interests" included within the
"Collateral" for all purposes of the Pledge Agreement. To reflect the pledge of
the Additional Common Units and other additional pledges being made concurrently
herewith under the Pledgee - Affiliated Security Agreements, "Exhibit A" and
"Exhibit A-l" attached to this Amendment are hereby substituted as Exhibit A and
Exhibit A-1 to the Pledge Agreement, in replacement of the Exhibit A and Exhibit
A-1 attached to the First Amendment.
3. The definition "Adjusted Funds from Operations" in Article 1 of
the Pledge Agreement is hereby amended by adding the following sentence to the
end of such definition:
"For purposes of calculating the Adjusted Funds from Operations for
the calendar quarter beginning July 1, 1995 only, Funds from
Operations shall be adjusted to include reasonably estimated net
income which would be generated in a full calendar quarter from
leases signed on or before October 15, 1995, and under which tenants
have occupied space and paid rent on or before October 15, 1995, for
space in stores (including new centers and expansions of existing
centers) which opened for business to the public during the period
beginning July 1, 1995 and ending October 15, 1995".
4. The definition of "Market Value" in Article 1 of the Pledge
Agreement is hereby amended by deleting the words "the five consecutive Business
Days" in the second line thereof and replacing such words with the words "the
ten consecutive Business Days".
5. Article 1 of the Pledge Agreement is hereby amended by deleting
the definition of "Business Day" and substituting the following in lieu thereof:
"'Business Day' means any day of the week other than Saturday,
Sunday or (i) any other day on which the New York Stock Exchange is
closed, or (ii) if the Common Stock is traded in the
over-the-counter market as reported by the National Association of
Security Dealers, Inc. Automated Quotation System, any other day on
which such over-the-counter market is closed".
6. Subparagraphs (a), (b) and (c) of Section 4.16 of the Pledge
Agreement are hereby amended in their entirety to read as follows:
"(a) So long as this Pledge and Security Agreement remains in full
force and effect, and subject to subparagraph (d) below, if as of the
tenth (10th) Business Day following the release by the General Partner of
its earnings for any calendar quarter beginning with the calendar quarter
beginning July 1, 1995, Pledgee shall determine, after receipt of the
calculation of Market Value provided for in subparagraph (c) below, that
the aggregate Market Value of the Pledged Interests and the fair market
value of any other Collateral theretofore pledged by Pledgor under this
Section 4.16 and then constituting a part of the Collateral hereunder, is
less than 95% of the Pledge Amount, then Pledgor shall promptly pledge and
deliver to Pledgee additional unencumbered Common Units and/or
unencumbered Common Stock (including certificates and transfer instruments
relating thereto), and/or other collateral acceptable to Pledgee, such
that, after giving effect to the pledge of such additional Common Units
and/or Common Stock and/or other collateral, all Pledged Interests and
other Collateral pledged under this Pledge and Security Agreement and then
constituting a part of the Collateral shall have a fair market value
(valuing Pledged Interests at Market Value) equal to or greater than the
Pledge Amount. Such additional Common Units and/or Common Stock shall
constitute Pledged Interests and, together with
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any other collateral pledged hereunder, shall be deemed to be part of the
Collateral hereunder.
(b) So long as this Pledge and Security Agreement remains in full
force and effect, and subject to subparagraph (d) below, if as of the
tenth (10th) Business Day following the release by the General Partner of
its earnings for any calendar quarter beginning with the calendar quarter
beginning July 1, 1995, Pledgee shall determine, after receipt of the
calculation of Market Value provided for in subparagraph (c) below, that
the aggregate of the Market Value of the Pledged Interests and the fair
market value of any other Collateral theretofore pledged by Pledgor under
this Section 4.16 and then constituting a part of the Collateral
hereunder, is more than 110% of the Pledge Amount, then Pledgee shall
promptly release and deliver to Pledgor Common Units and/or Common Stock
and/or other Collateral (as Pledgee shall determine in its sole
discretion), such that, after giving effect to such release and delivery,
the aggregate of the Market Value of the remaining Pledged Interests and
the fair market value of any other Collateral theretofore pledged by
Pledgor under this Pledge and Security Agreement and then constituting a
part of the Collateral hereunder, shall be as close as possible to, but in
no event less than, 110% of the Pledge Amount.
(c) Within five (5) Business Days after the tenth (10th) Business
Day following the release by the General Partner of its earnings for any
calendar quarter beginning with the calendar quarter beginning July 1,
1995, and at such other times as the Pledgee may request, Pledgor shall
deliver to Pledgee a calculation, made in good faith and certified as such
by the Chief Financial Officer of General Partner, or another officer of
General Partner reasonably acceptable to Pledgee, of the Market Value of
the Pledged Interests (including the adjustment contemplated by
subparagraph (d) below, if applicable) and the fair market value of any
other collateral pledged by Pledgor under this Section 4.16 and then
constituting part of the Collateral hereunder, calculated as of the tenth
(10th) Business Day following the release by the General Partner of its
earnings for the applicable calendar quarter in accordance with the
provisions of this Pledge and Security Agreement."
7. Pledgor hereby remakes and reiterates the representations and
warranties set forth in Section B of Schedule 1 to Exhibit B to the Pledge
Agreement (except for paragraphs 5, 6 and 7 of Section B of Schedule 1 to
Exhibit B), and incorporates the same herein by this reference as of the date of
this Amendment. Pledgor further hereby remakes and reiterates the
representations and warranties set forth in Section 3.2 of the Pledge Agreement
with respect to the Additional Common Units only as of the date of this
Amendment, and incorporates the same herein by this reference.
8. The fourth sentence of subparagraph (c) of Section 2.7 of the
Pledge Agreement is hereby amended by deleting the phrase "during the period of
eighteen (18) months after the date hereof" and substituting in its place the
phrase "on or before March 22, 1996."
9. All references in the Pledge Agreement to "this Pledge and
Security Agreement" and any and all references in the Loan Documents to the
Pledge Agreement shall mean the Pledge Agreement, as amended by this Amendment.
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10. Pledgor hereby ratifies and confirms the Guaranty and the Pledge
Agreement and agrees that the same shall remain in full force and effect, except
as the Pledge Agreement is amended by this Amendment.
11. The provisions of this Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered as of the day and year first above written.
PRIME GROUP II, L.P., an Illinois limited
partnership
By: PGLP, Inc., an Illinois corporation, its
general partner
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Its: President
XXXXXX INVESTORS LIFE INSURANCE COMPANY, an
Illinois insurance corporation
By: /s/ Authorized Signatory
-----------------------------------------
Its: Authorized Signatory
By: /s/ Authorized Signatory
-----------------------------------------
Its: Authorized Signatory
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EXHIBIT A
LAKE XXXXXX(1)
Project: The Island on Lake Xxxxxx
Lender: Xxxxxx Investors Life Insurance Company
("KILICO"). KILICO has provided credit
support/enhancement with respect to the
Loan.
Borrower: The Island on Lake Xxxxxx, Ltd., a Texas
limited partnership
Prime Partner(s): (1) The Lake Xxxxxx Island, Ltd., a Texas
limited partnership, general partner
(50%) [comprised of The Prime Group,
Inc., general partner (94 %) and Prime
International, Inc. (6 %), limited
partner] and (2) Prime International,
Inc., limited partner (50%)
Loan: The Loan made pursuant to the Loan
Agreement between Capital Health
Facilities Development Corporation and
Borrower dated 12/1/86 in connection with
the $25,000,000 Capital Health Facilities
Development Corporation Health Facilities
Development Revenue Bonds (The Island on
Lake Xxxxxx, Ltd. Project) Series 1986;
the "Loan" shall include principal and
interest payable under any note or other
reimbursement obligation of Borrower to
Lender relating to Lender's credit
support/enhancement of the Loan
Guaranty/ Guarantor: Limited Recourse Guaranty [Lake Xxxxxx]
by Prime Group II L.P., an Illinois
limited partnership, in favor of KILICO
Initial Pledge Amount: $8,723,000
Number of Common Units Pledged: 785,852
(1) No reallocation pursuant to Section 2.7(c) permitted.
EXHIBIT A-1
1. DEVONSHIRE
Project: The Devonshire Senior Housing Facility,
Lisle, Illinois
Lender: Xxxxxx Investors Life Insurance Company
("KILICO"). KILICO has provided credit
support/enhancement with respect to the
Loan.
Borrower: The Ponds of Pembroke Limited
Partnership, an Illinois limited
partnership
Prime Partner(s): The Prime Group, Inc. ("Prime") (25%),
general partner
Loan: Collectively: (1) the Loan made pursuant
to the Amended and Restated Loan
Agreement between the Village of Lisle
and Borrower dated 12/1/87 in connection
with the $27,000,000 Village of Lisle,
Illinois Multi-Family Housing Revenue
Bonds (Ashley of Lisle Project) and (2)
the Loan made pursuant to the Loan
Agreement between the Village of Lisle,
Illinois and Borrower dated 8/15/91 as
amended and restated on 1/15/93 in
connection with the $6,000,000 Village of
Lisle, Illinois Multi-Family Housing
Revenue Bonds Series 1991 (Devonshire of
Lisle Project); the "Loan" shall include
principal and interest payable under any
note or other reimbursement obligation of
Borrower to Lender relating to Lender's
credit support/enhancement of the Loan
Guaranty/ Guarantor: Limited Recourse Guaranty [Devonshire] by
Prime Group II, L.P., an Illinois limited
partnership, in favor of KILICO
Initial Pledge Amount: $1,442,000
Number of Common Units Pledged: 129,910
2. HUNTLEY(1)(2)(3)
Project: Vacant land in Huntley, Illinois
Lender: Xxxxxx Investors Life Insurance Company
("KILICO")
Borrower: With respect to the HDLP First Loan and
the Bond Participation Obligation (as
defined below), Huntley Development
Limited Partnership, an Illinois limited
partnership ("HDLP") and American
National Bank and Trust Company of
Chicago, not personally but as Trustee
under Trust No. 109743-01, of which HDLP
is the sole beneficiary ("HDLP Trust"),
and (2) with respect to the HMRV Loan (as
defined hereinbelow), Xxxxxxx Xxxxxxx
Residential Venture, an Illinois general
partnership ("HMRV"), and American
National Bank and Trust Company of
Chicago, not personally but as Trustee
under Trust No. 110482-04, of which HMRV
is the sole beneficiary (the "HMRV
Trust").
Prime Partner(s): (1) Huntley Development Company (1%),
general partner (owned 100% by Prime
International, Inc. ("PI")) and (2) PI
(99%), limited partner
Loan: Collectively: (1) the Loan (the "HDLP
First Loan") evidenced by that certain
Amended and Restated Promissory Note
dated June 12, 1995 (the "Restated First
Note") among HDLP, HDLP Trust and KILICO
in the stated principal amount of
$28,516,641.00, as amended from time to
time; (2) the obligation of HDLP to
purchase from KILICO a 50% participation
interest in those certain Tax Increment
Allocation Revenue Bonds (Huntley
Redevelopment Project), Series 1 through
32, pursuant to a Bond Participation
Agreement between KILICO, and HDLP, dated
of even date herewith (the "Bond
Participation Obligation"); and (3) the
Loan (the "HMRV Loan") evidenced by that
certain Promissory Note dated as of
September 13, 1990 made by HMRV and HMRV
Trust in favor of KILICO
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in the stated principal amount of
$5,200,000, as amended from time to time.
Guaranty/ Guarantor: Limited Recourse Guaranty [Huntley] by
Prime Group II, L.P., an Illinois limited
partnership, in favor of KILICO
Initial Pledge Amount: $5,000,000
Number of Common Units Pledged: 450,518
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3. LAKE XXXXXX(3)
Project: The Island on Lake Xxxxxx
Lender: Xxxxxx Investors Life Insurance Company
("KILICO"). KILICO has provided credit
support/enhancement with respect to the
Loan.
Borrower: The Island on Lake Xxxxxx, Ltd., a Texas
limited partnership
Prime Partner(s): (1) The Lake Xxxxxx Island, Ltd., a Texas
limited partnership, general partner
(42.25%) [comprised of The Prime Group,
Inc., general partner (94%) and Prime
Group II, L.P. (6%), limited partner] and
(2) Prime Group II, L.P., limited partner
(57.75%)
Loan: The Loan made pursuant to the Loan
Agreement between Capital Health
Facilities Development Corporation and
Borrower dated 12/1/86 in connection with
the $25,000,000 Capital Health Facilities
Development Corporation Health Facilities
Development Revenue Bonds (The Island on
Lake Xxxxxx, Ltd. Project) Series 1986;
the "Loan" shall include principal and
interest payable under any note or other
reimbursement obligation of Borrower to
Lender relating to Lender's credit
support/enhancement of the Loan
Guaranty/ Guarantor: Limited Recourse Guaranty [Lake Xxxxxx]
by Prime Group II, L.P., an Illinois
limited partnership, in favor of KILICO
Initial Pledge Amount: $8,723,000
Number of Common Units Pledged: 785,852
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4. NAPERVILLE
Project: Vacant property in Naperville, Illinois
Lender: Xxxxxx Investors Life Insurance Company
("KILICO") and Federal Xxxxxx Life
Assurance Company ("FKLA"), jointly and
severally. KILICO has provided credit
support/enhancement with respect to the
Shawmut Loan (defined below) and
KILICO/FKLA has made the Subordinate Loan
(defined below).
Borrower: Route 59 Partners L.P., an Illinois
limited partnership
Prime Partner(s): (1) Prime/Route 59, Inc. (5%), general
partner, (2) Prime (40%), limited
partner, and (3) Prime Group II, L.P.
(55%), limited partner
Loan: Collectively: (1) the Loan evidenced by
the Amended and Restated Promissory Note
of Borrower to Shawmut Bank Connecticut,
N.A. dated 12/30/93 in the original
principal amount of $15,500,000 (the
"Shawmut Loan"); such "Loan" shall
include principal and interest payable
under any note or other reimbursement
obligation of Borrower to Lender relating
to Lender's credit support/enhancement of
the Loan; and (2) the Loan evidenced by
the Amended and Restated Promissory Note
of Borrower to KILICO and FKLA dated
1/1/95 in the original principal amount
of $3,304,084 (the "Subordinate Loan")
Guaranty/ Guarantor: Limited Recourse Guaranty [Naperville] by
Prime Group II, L.P., an Illinois limited
partnership, in favor of KILICO and FKLA
Initial Pledge Amount: $2,608,000
Number of Common Units Pledged: 234,954
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5. 000 XXXXX XXXXXXX
Project: 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx
Parking Garage
Lender: Xxxxxx Investors Life Insurance Company
("KILICO")
Borrower: 000 Xxxxx XxXxxxx Limited Partnership, an
Illinois limited partnership, and
American National Bank and Trust Company
of Chicago, not personally but as trustee
under Trust Number 110024-09, of which
000 Xxxxx XxXxxxx Limited Partnership is
the sole beneficiary
Prime Partner(s): (1) Prime Group II, L.P. (98%), limited
partner and (2) 000 Xxxxx XxXxxxx, Inc.
(2%), general partner (owned 100% by
Xxxxxxx X. Xxxxxxx)
Loan: Loan made pursuant to the Loan Agreement
between Lender (as assignee of Lumbermens
Mutual Casualty Company) and Borrower
dated 2/8/90 in the stated principal
amount of $31,000,000, as increased to
$41,292,087 as of 3/23/94, as the same
may be amended and/or restated from time
to time
Guaranty/ Guarantor: Limited Recourse Guaranty [300 X.
XxXxxxx] by Prime Group II, L.P., an
Illinois limited partnership, in favor of
KILICO
Initial Pledge Amount: $13,288,000
Number of Common Units Pledged: 1,197,112
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6. 000 X. XXXXXXXXX(0)(0)(0)(0)
Project: Vacant land in Chicago, Illinois
Lender: Lumbermens Mutual Casualty Company
("Lumbermens")
Borrower: 000 X. Xxxxxxxxx Venture, an Illinois
general partnership
Prime Partner(s): Prime International, Inc. (90%), general
partner
Loan: Loan made pursuant to the Loan Agreement
between Lumbermens and Borrower dated
10/17/88 in the original principal amount
of $12,400,000
Initial Pledge Amount: $0
Number of Common Units Pledged: 0
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7. ENTERPRISE CENTERS(5)
Project: (1) East Chicago Enterprise Center,
comprised of industrial warehouse
facilities in East Chicago, Indiana; (2)
Hammond Enterprise Center, comprised of
industrial warehouse facilities in
Hammond, Indiana; (3) Arlington Heights
Enterprise Center, comprised of
industrial warehouse facilities in
Arlington Heights, Illinois; and (4)
Chicago Enterprise Center, comprised of
industrial warehouse facilities in
Chicago, Illinois
Lender: Xxxxxx Investors Life Insurance Company
("KILICO")
Borrower: (1) Enterprise Center I, L.P., an
Illinois limited partnership ("EC-I");
(2) Enterprise Center II, L.P., an
Illinois limited partnership ("EC-II");
(3) Enterprise Center III, L.P., an
Illinois limited partnership ("EC-III");
(4) Enterprise Center IV, L.P., an
Illinois limited partnership ("EC-IV");
(5) Enterprise Center V, L.P., an
Illinois limited partnership ("EC-V");
(6) Enterprise Center VI, L.P., an
Illinois limited partnership ("EC-VI");
(7) Enterprise Center VII, L.P., an
Illinois limited partnership ("EC-VII");
(8) Enterprise Center VIII, L.P., an
Illinois limited partnership ("EC-VIII");
(9) Enterprise Center IX, L.P., an
Illinois limited partnership ("EC-IX");
(10) Enterprise Center X, L.P., an
Illinois limited partnership ("EC-X");
(11) Arlington Heights I, L.P., an
Illinois limited partnership ("AH-I");
(12) Arlington Heights II, L.P., an
Illinois limited partnership ("AH-II");
and (13) Arlington Heights III, L.P., an
Illinois limited partnership ("AH-III")
Prime Partner(s): For each of EC-I, EC-II, EC-III, EC-IV,
EC-V, EC VI, EC-VII, EC-VIII, EC-IX and
EC-X, K-P Enterprise Centers Limited
Partnership, general partner (50%), which
is comprised in part by (1) K-P
Enterprise Centers, Inc., general partner
(1%) (of which Prime owns 50% and Prime
Group IV, L.P. owns 50%), (2) Prime Group
Limited
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Partnership, limited partner (49%) and
(3) Prime Group IV, L.P., limited partner
(50%); for each of AH-I, XX XX and
AH-III, (1) Prime/AH Industrial Center,
Inc., general partner (1%) (100% owned by
Prime International, Inc.), and (2) Prime
Group IV, L.P., limited partner (49%)
Loans: The indebtedness evidenced by: (1) those
certain industrial revenue bonds
(Enterprise Center I, L.P. Project), in
the aggregate principal amount of
$5,100,000, issued by the Indiana
Development Finance Authority (the "IDFA
Issuer"); (2) those certain industrial
revenue bonds (Enterprise Center II, L.P.
Project), in the aggregate principal
amount of $5,300,000, issued by the IDFA
Issuer; (3) those certain industrial
revenue bonds (Enterprise Center III,
L.P. Project), in the aggregate principal
amount of $4,500,000, issued by the IDFA
Issuer; (4) those certain industrial
revenue bonds (Enterprise Center IV, L.P.
Project), in the aggregate principal
amount of $3,000,000, issued by the IDFA
Issuer; (5) those certain industrial
revenue bonds (Enterprise Center V, L.P.
Project), in the aggregate principal
amount of $5,700,000, issued by the IDFA
Issuer; (6) those certain industrial
revenue bonds (Enterprise Center VI, L.P.
Project), in the aggregate principal
amount of $5,000,000, issued by the IDFA
Issuer; (7) those certain industrial
revenue bonds (Enterprise Center VII,
L.P. Project), in the aggregate principal
amount of $7,200,000, issued by the City
of Chicago (the "CC Issuer"); (8) those
certain industrial revenue bonds
(Enterprise Center VIII, L.P. Project),
in the aggregate principal amount of
$7,000,000, issued by the CC Issuer; (9)
those certain industrial revenue bonds
(Enterprise Center IX, L.P. Project), in
the aggregate principal amount of
$4,750,000, issued by the CC Issuer; (10)
those certain industrial revenue bonds
(Enterprise Center X, L.P. Project), in
the aggregate principal amount of
$4,300,000, issued by the CC Issuer; (11)
those certain industrial revenue bonds
(Arlington Heights I,
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L.P. Project), in the aggregate principal
amount of $4,500,000, issued by the
Village of Arlington Heights, Illinois
(the "VAH Issuer"); (12) those certain
industrial revenue bonds (Arlington
Heights II, L.P. Project), in the
aggregate principal amount of $4,800,000,
issued by the VAH Issuer; and (13) those
certain industrial revenue bonds
(Arlington Heights III, L.P. Project), in
the aggregate principal amount of
$4,900,000, issued by the VAH Issuer; the
"Loans" shall include principal and
interest payable under any note or other
reimbursement obligation of Borrower to
Lender relating to Lender's credit
support/enhancement of the Loans, if
applicable
Initial Pledge Amount: $0
Number of Common Unit Pledged: 0
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8. NORTHGATE(5)
Project: Vacant land in Addison, Illinois,
together with certain stores in or
adjacent to Northgate Plaza, a retail
shopping center in Lombard, Illinois
Lender: Xxxxxx Investors Life Insurance Company
("KILICO")
Borrower: Prime 53 North Partners, an Illinois
general partnership ("Prime 53") and
American National Bank and Trust Company
of Chicago, not personally but as Trustee
under Trust Nos. 110340-06, 11206 09 and
11205-00, of which Prime 53 is the sole
beneficiary ("Trust")
Prime Partner(s): The Prime Group, Inc. (50%), general
partner
Loan: Loan evidenced by the Amended and
Restated Promissory Note dated 3/22/94 of
Borrower to KILICO in the original
principal amount of $5,559,173
Initial Pledge Amount: $0
Number of Common Units Pledged: 0
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9. TRIAD SUPERIOR EQUITY ADVANCE AND OTHER LOANS(5)
Project: Eight industrial revenue bond projects
located in the state of Tennessee
Lender: Xxxxxx Investors Life Insurance Company
("KILICO")
Borrower: (1) Prime of Tennessee, Inc., an Illinois
Corporation with respect to the Triad
Superior Equity (as defined below), (2)
Triad Development Company, an Illinois
limited partnership, with respect to the
Triad Obligations (as defined below), (3)
Triad Parking Company, Ltd. with respect
to the Triad Parking Loan (as defined
below), (4) Centre Square II, Ltd. with
respect to the Centre Square Loan (as
defined below), (5) Professional Plaza,
Ltd. with respect to the Professional
Plaza Loan (as defined below), (6) Old
Kingston Properties, Ltd. with respect to
the Old Kingston Loan (as defined below),
and (7) Nashville Office Building I, Ltd.
with respect to the Nashville Office Loan
(as defined below)
Prime Partner(s): Prime of Tennessee, Inc. (1%), general
partner, and/or The Prime Group, Inc.
(1%), limited partner of Triad
Development Company, as designated by
Prime
Loan: Collectively: (1) the "Triad Superior
Equity" as defined in Section 3.3 of the
Second Amended and Restated Agreement of
Limited Partnership of Triad Development
Company, (2) the Loan evidenced by
Promissory Note of Triad Development
Company to Lender dated July 24, 1986 in
the principal amount of $665,000, as
amended, (3) the Loan evidenced by
Promissory Note of Triad Development
Company to Lender dated July 24, 1986 in
the principal amount of $475,000, as
amended, (4) the Loan (the "Triad Parking
Loan") evidenced
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by Promissory Note of Triad Parking
Company, Ltd. to Lender dated April 29,
1987 in the principal amount of
$1,440,000, as amended, (5) the
indebtedness, (the "Centre Square Loan")
evidenced by those certain industrial
revenue bonds (Centre Square II, Ltd.
Project), in the aggregate amount of
$9,000,000, issued by the Industrial
Development Board of the County of Xxxx,
Tennessee (the "Xxxx County Issuer"), (6)
the indebtedness (the "Professional Plaza
Loan") evidenced by those certain
industrial revenue bonds (Professional
Plaza, Ltd. Project), in the aggregate
amount of $9,000,000, issued by the Xxxx
County Issuer, (7) the indebtedness (the
"Old Kingston Loan") evidenced by those
certain industrial revenue bonds (Old
Kingston Properties, Ltd. Project), in
the aggregate amount of $3,500,000,
issued by the Xxxx County Issuer, and (8)
the indebtedness (the "Nashville Office
Loan") evidenced by those certain
industrial revenue bonds (Nashville
Office Building I, Ltd. Project), in the
aggregate amount of $4,800,000, issued by
the Xxxx County Issuer; the "Loans" shall
include principal and interest payable
under any note or other reimbursement
obligation of Borrower to Lender relating
to Lender's credit support/enhancement of
the Loans, if applicable; the "Triad
Obligations" shall mean, collectively,
the Loans described in (2) and (3) above.
Initial Pledge Amount: $0
Number of Common Units Pledged: 0
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10. TRIAD LAND LOANS (FORMERLY NON-ASSET BONDS)(5)
Project: (1) Xxxxx Partners, Ltd.; (2) Xxxxxxxxxxx
Properties, Ltd.; and (3) Xxxxxxx
Partners, Ltd.
Lender: Xxxxxx Investors Life Insurance Company
("KILICO")
Borrower: (1) Xxxxx Partners, Ltd.; (2) Xxxxxxxxxxx
Properties, Ltd.; and (3) Xxxxxxx
Partners, Ltd.
Prime Partner(s): Prime of Tennessee, Inc. (1%), general
partner and/or The Prime Group, Inc.
(1%), limited partner, of Triad
Development Company, as designated by
Prime
Loan: Collectively: (1) the Loan evidenced by
Amended and Restated Promissory Note of
Xxxxx Partners, Ltd. to Lender dated as
of November 29, 1994 in the principal
amount of $2,242,275, as amended, (2) the
Loan evidenced by Amended and Restated
Promissory Note of Xxxxxxxxxxx
Properties, Ltd. to Lender dated as of
November 29, 1994 in the principal amount
of $1,310,373, as amended, and (3) the
Loan evidenced by Amended and Restated
Promissory Note of Xxxxxxx Partners, Ltd.
to Lender dated as of November 29, 1994
in the principal amount of $1,875,293, as
amended
Initial Pledge Amount: $0
Number of Common Units Pledged: 0
(1) Any Dilution of Common Units shall be allocated, on a pro rata basis in
accordance with the respective number of Common Units, among the projects listed
on this Exhibit A-1 other than those under the headings "Xxxxxxx" and "150 N.
Riverside" as provided in Exhibit C hereto, until such time as the Pledge Amount
for all such projects shall be $0, at which time the Dilution shall be allocated
to the project listed under the heading "Xxxxxxx", until such time as the Pledge
Amount for the project listed under the heading "Xxxxxxx" shall be $0, at which
time the Dilution shall be allocated to the project listed under the heading
"150 N. Xxxxxxxxx".
00
(2) No reallocation pursuant to Section 2.7(b) permitted.
(3) No reallocation pursuant to Section 2.7(c) permitted.
(4) Limited Recourse Guaranty and Pledge and Security Agreement will be executed
and delivered by Prime Group II, L.P. to Xxxxxx Investors Life Insurance
Company, in the event of reallocation under Section 2.7(b) to "150 N.
Riverside." The maximum reallocation to "150 N. Riverside" pursuant to Section
2.7(b) shall be $3,351,000.
(5) Limited Recourse Guaranty and Pledge and Security Agreement will be executed
and delivered by Prime Group II, L.P. to Xxxxxx Investors Life Insurance
Company, in the event of reallocation under Section 2.7(c) to "Enterprise
Centers", "Northgate", "Triad Superior Equity Advance and Other Loans", or
"Triad Land Loans (Formerly Non-Asset Bonds)", as the case may be.
15
ACKNOWLEDGEMENT AND CONSENT
Prime Retail, L.P., a Delaware Limited Partnership (the
"Partnership"), and Prime Retail, Inc., a Maryland corporation (the "General
Partner") hereby acknowledge receipt of a copy of the foregoing Second Amendment
to Pledge and Security Agreement [Lake Xxxxxx] (the "Second Amendment"), and
consent to Pledgor's pledge of the Additional Common Units thereunder and the
other terms and provisions thereof. Notwithstanding anything in the By-laws of
the General Partner to the contrary, the Partnership and the General Partner
further acknowledge and agree that the Acknowledgment and Consent dated March
22, 1994 entered into by the undersigned with respect to the Pledge and Security
Agreement [Lake Xxxxxx] dated March 22, 1994 by Prime Group II, L.P., as
Pledgor, in favor of Xxxxxx Investors Life Insurance Company, as Pledgee, is
hereby ratified and confirmed and shall remain in full force and effect except
as amended by the terms and provisions of the Second Amendment.
Dated: June 12, 1995
PRIME RETAIL, L.P. a Delaware limited
partnership
By: Prime Retail, Inc., a Maryland corporation
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Chairman of the Board
PRIME RETAIL, INC., a Maryland corporation
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Chairman of the Board
