Exhibit 10.47
REAFFIRMATION OF GUARANTY
The undersigned, Prime Retail, L.P., a Delaware limited
partnership, hereby acknowledges receipt of a copy of that certain (1) Second
Amendment to Loan Agreement and Settlement Agreement (the "AMENDMENT AND
SETTLEMENT AGREEMENT") dated as of the date hereof by Third Horizon Group
Limited Partnership ("BORROWER"), Horizon Group Properties, Inc., Horizon Group
Properties, L.P. and CDC Mortgage Capital Inc. ("LENDER"), which, among other
things, amends that certain Loan Agreement dated as of June 15, 1998 among
Borrower, Nebraska Crossing Factory Shops, L.L.C. ("NEBRASKA LLC"), Indiana
Factory Shops, L.L.C. ("INDIANA LLC") and Nomura Asset Capital Corporation
("NACC") (predecessor-in-interest to Lender) (as so amended, the "LOAN
AGREEMENT") and (2) Second Amended and Restated Note in the principal amount of
$33,464,579.52 dated as of the date hereof made by Borrower in favor of Lender,
which amends and restates in its entirety that certain Xxxxxxx and Restated Note
dated as of June 15, 1998 made by Borrower, Nebraska LLC and Indiana LLC to NACC
in the principal amount of $108,205,000.00 (as so amended, the "NOTE"). All
capitalized terms used herein unless otherwise defined shall have the meaning
set forth in the Loan Agreement.
Pursuant to that certain Guaranty dated as of June 15, 1998
made by the undersigned in favor of NACC (the "GUARANTY"), the undersigned,
subject to certain limitations more particularly set forth in SECTION 1 thereof,
unconditionally, absolutely and irrevocably guaranteed to NACC (1) the full and
prompt payment of the principal and interest on the Note when due, whether at
stated maturity, upon acceleration or otherwise, and at all times thereafter,
(2) the prompt payment of all fees and all other sums which become due and owing
under the Note, the Loan Agreement, the Mortgages and the other Loan Documents
and (3) the payment of all Enforcement Costs (as defined in the Guaranty).
The undersigned hereby (1) reaffirms its obligations under the
Guaranty, (2) represents and warrants that all of its representations and
warranties set forth in the Guaranty are true and correct as of the date hereof
as though such representations and warranties were made as of the date hereof,
(3) represents and warrants that there are no defenses, offsets or counterclaims
with respect any of its obligations under the Guaranty, (4) agrees and
acknowledges that the Guaranty remains unmodified, in full force and effect, and
valid, binding and enforceable in accordance with its terms and (5) agrees and
acknowledges that the Amendment and Settlement Agreement is a "Loan Document"
under the Loan Agreement and, accordingly, the obligations of Borrower
thereunder are guaranteed by the undersigned pursuant to the Guaranty to the
same extent as if the Amendment and Settlement Agreement was executed at
Closing.
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This Reaffirmation of Guaranty has been duly executed as of
this ____ day of July, 2001.
GUARANTOR:
PRIME RETAIL, L.P.,
a Delaware limited partnership
By: Prime Retail, Inc., its general partner
By: ______________________________
Name:
Title:
110
