Exhibit XIV
FIRST AMENDMENT TO LIMITED RECOURSE GUARANTY
[150 N. RIVERSIDE]
THIS FIRST AMENDMENT TO LIMITED RECOURSE GUARANTY [150 N. Riverside] (this
"First Amendment") is made as of the 13th day of December, 1995, to be effective
as of September 1, 1995, by and between PRIME GROUP V, L.P., an Illinois limited
partnership ("PG5") and LUMBERMENS MUTUAL CASUALTY COMPANY, an Illinois
insurance corporation ("Lender").
RECITALS
X. Xxxxxx Investors Life Insurance Company, an Illinois insurance
corporation ("KILICO") and KILICO Realty Corporation, an Illinois corporation
("KILICO Realty", and together with KILICO the "Original Guarantors") are
parties to that certain Limited Recourse Guaranty [150 N. Riverside] dated as of
March 22, 1994 (the "Original Guaranty"), whereby, subject to the terms and
conditions contained therein, the Original Guarantors have guaranteed to the
Lender the payment of the "Obligations" described therein. Capitalized terms
used and not defined in this First Amendment shall have the meaning given to
such terms in the Original Guaranty, as amended hereby.
B. The obligations of the Original Guarantors under the Original Guaranty
are secured by that certain Pledge and Security Agreement [150 N. Riverside]
dated as of March 22, 1994, from the Original Guarantors, as pledgors, for the
benefit of Lender, as pledgee (the "Original Security Agreement"), which
encumbers certain Common Units (the "Common Units") in Prime Retail, L.P., a
Delaware limited partnership (the "Partnership"), all as described in the
Original Security Agreement.
C. In accordance with the terms and provisions of an Assignment and
Assumption dated as of April 1, 1994, by and between KILICO, as assignor, and
KILICO Realty, as assignee, KILICO assigned to KILICO Realty all of KILICO's
rights, title and interest in and to the Common Units held by KILICO and pledged
under the Original Security Agreement and Lender hereby confirms and
acknowledges its consent to such Assignment and Assumption. With the consent of
Lender, concurrently herewith, KILICO Realty has transferred the Common Units to
PG5, subject to the lien of the Original Security Agreement, and PG5 has assumed
(subject to the terms and conditions of the Original Guaranty and the Original
Security Agreement) the obligations of the Original Guarantors arising from and
after the date of such assignment under the Original Guaranty and the Original
Security Agreement.
D. PG5 and Lender desire to amend the Original Guaranty as provided herein
to reflect the transfer of the Common Units to PG5 and the assumption by PG5 as
described above. Contemporaneously with the execution and delivery of this First
Amendment, PG5 and Lender are also entering into an amendment of the Original
Security Agreement (the "Security Agreement Amendment"), to reflect such
transfer and assumption and to provide for the pledge by PG5 to Lender of
certain additional collateral.
NOW, THEREFORE, in consideration of the foregoing premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Substitution of PG5 as Guarantor. Subject to all of the terms and
conditions of the Original Guaranty (including, without limitation, Section 2
thereof), PG5 is hereby substituted as the "Guarantor" thereunder and, from and
after the date hereof, all references in the Original Guaranty (including,
without limitation, in Section 2 thereof), as amended hereby, to the "Guarantor"
shall be deemed to refer to PG5.
2. References to Security Agreement. From and after the date hereof, all
references in the Original Guaranty, as amended hereby, to the "Security
Agreement" and to terms defined in the "Security Agreement" shall be deemed to
refer to the Original Security Agreement as amended by the Security Agreement
Amendment, and to the meanings of such terms as amended by the Security
Agreement Amendment, if applicable.
3. Notices. Section 5 of the Original Guaranty is amended by deleting the
addresses set forth under "To Guarantor" (including the addresses for copies)
and substituting therefor the following:
"To Guarantor: c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
With copies to: The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
and to: Xxxxx, Xxxxx & Xxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
4. Estoppel; Waiver of Defaults. Lender hereby certifies to PG5 that no
default or event of default exists under the Original Guaranty that is not being
cured concurrently herewith, and hereby irrevocably waives any and all defaults
or events of default under the Original Guaranty, as amended hereby, arising
from events occurring or conditions existing on or prior to the date hereof.
5. Continuing Effect. Except as amended hereby, the Original Guaranty
shall continue in full force and effect.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed and delivered this First
Amendment as of the date first above written, to be effective as of September 1,
1995.
PRIME GROUP V, L.P., an
Illinois limited partnership
By: PGLP, Inc., its
general partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
LUMBERMENS MUTUAL CASUALTY COMPANY,
an Illinois insurance corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Xxxxx: Treasurer
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