AMENDMENT NO. 1
TO THE THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF PRIME RETAIL, L.P.
This AMENDMENT NO. 1 (this "Amendment") to the Third Amended and Restated
Agreement of Limited Partnership of Prime Retail, L.P. dated as of October 1,
1998 and effective as of June 15, 1998 (the "Limited Partnership Agreement") is
made as of the 28th day of September, 1999 by Prime Retail, Inc., a Maryland
corporation ("Prime Retail"), as general partner of Prime Retail, L.P., a
Delaware Limited Partnership (the "Operating Partnership"). Capitalized terms
not defined herein shall have the meanings ascribed to such terms in the Limited
Partnership Agreement.
W I T N E S S E T H:
WHEREAS, Prime Retail, as general partner of the Operating Partnership,
desires to reduce the time period applicable to the exercise by limited partners
of the Operating Partnership ("Limited Partners") holding common units in the
Operating Partnership ("Common Units") of their exchange rights;
WHEREAS, on September 28, 1999, a majority of the independent directors of
Prime Retail signed a written consent approving the reduction of the time period
applicable to the exercise of a Limited Partner's exchange rights with respect
to Common Units to five (5) business days after the delivery of written notice
from the Limited Partner to Prime Retail;
WHEREAS, pursuant to Section 14.7(d) of the Limited Partnership Agreement,
Prime Retail, Inc., as general partner of the Operating Partnership, hereby
consents to the proposed reduction in the time period for the exercise of
exchanges of Common Units and to the related amendment of Exhibit C to the
Limited Partnership Agreement as set forth below.
NOW, THEREFORE, for and in consideration of the terms and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Prime Retail, Inc., as general
partner of the Operating Partnership, hereby consents and agrees as follows:
1. Amendment. Exhibit C of the Limited Partnership Agreement is hereby
deleted in its entirety and the Exhibit C attached hereto is hereby inserted in
its place.
2. Miscellaneous.
a. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.
b. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF DELAWARE.
c. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
d. Successors and Assigns. This Amendment shall be binding upon the
Partnership, each of the Partners of the Partnership and their respective
successors and assigns.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first above written.
PRIME RETAIL, INC., as General Partner
By: /s/ C. Xxxx Xxxxxxxxx
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Name: C. Xxxx Xxxxxxxxx
Title: Executive Vice President,
General Counsel and
Secretary
