PARTNERSHIP INTERESTS PURCHASE AGREEMENT among THE PRIME GROUP, INC. an Illinois corporation, HUNTLEY DEVELOPMENT COMPANY an Illinois corporation, PRIME/HUNTLEY MEADOWS RESIDENTIAL, INC. an Illinois corporation, PGLP HOLDINGS, L.L.C. a Delaware...Partnership Interests Purchase Agreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts • Illinois
THIS PARTNERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”) is made as of June 13, 2003, by and among HORIZON HUNTLEY LLC, a Delaware limited liability company (“HHL”), HORIZON HUNTLEY FINANCE LLC, a Delaware limited liability company (“HHFL”; HHL and HHFL are sometimes referred to herein, collectively, as “Purchasers”, and individually, as a “Purchaser”), HORIZON GROUP PROPERTIES, INC., a Maryland corporation (“HGPI”), and THE PRIME GROUP, INC., an Illinois corporation (“PGI”), HUNTLEY DEVELOPMENT COMPANY, an Illinois corporation (“HDC”), PRIME/HUNTLEY MEADOWS RESIDENTIAL, INC., an Illinois corporation (“P/HMRI”), and PGLP HOLDINGS, L.L.C., a Delaware limited liability company (“PGLP Holdings”; PGI, HDC, P/HMRI and PGLP Holdings are sometimes referred to herein, collectively, as “Sellers”, and, individually, as a “Seller”).
AMENDED AND RESTATED AGREEMENT AND ASSIGNMENT OF NET PROFITS INTERESTAgreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts • Illinois
THIS AMENDED AND RESTATED AGREEMENT AND ASSIGNMENT OF NET PROFITS INTEREST (this “Agreement”) is made and executed this 27th day of October, 1999, by HUNTLEY DEVELOPMENT LIMITED PARTNERSHIP, an Illinois limited partnership (“HDLP”), and HUNTLEY MEADOWS RESIDENTIAL VENTURE, an Illinois partnership (“HMRV;” HDLP and HMRV are herein referred to collectively as “Owner”), transferring, conveying and assigning unto BEAL BANK, S.S.B., a Texas state savings bank (“Beal”), the Net Profits Interest (as hereinafter defined) under the terms and conditions hereinafter set forth.
INDEMNIFICATION AND GUARANTY AGREEMENTIndemnification and Guaranty Agreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts • Illinois
This Indemnification and Guaranty Agreement (this “Agreement”) is entered into as of the 13th day of June, 2003, by Horizon Huntley Finance LLC, a Delaware limited liability company (“HHFL”), Horizon Huntley LLC, a Delaware limited liability company (“HHL”; HHFL and HHL are each individually referred to herein as an “Indemnifying Party” and collectively referred to herein as the “Indemnifying Parties”), and Horizon Group Properties, Inc., a Maryland corporation (the “HGPI”), in favor of The Prime Group, Inc., an Illinois corporation (“PGI”), Prime Group Limited Partnership, an Illinois limited partnership (“PGLP”), Prime Group II, L.P., an Illinois limited partnership (“PGII”), Prime Group III, L.P., an Illinois limited partnership (“PGIII”), and Michael W. Reschke (PGI, PGLP, PGII, PGIII and Michael W. Reschke are each individually referred to herein as a “Prime Party” and collectively referred to herein as the “Prime Parties”).
January 30, 2002 Huntley Development Limited Partnership Chicago, Illinois 60601Horizon Group Properties Inc • June 30th, 2003 • Real estate investment trusts
Concurrently with the execution and delivery of this letter agreement, Borrower and Lender are closing a renewal, modification, increase and extension of the above-referenced loan (the “Loan”). This letter will constitute the Loan Agreement referenced in the Mortgage, Security Agreement and Assignment of Leases and Rents as amended, most recently by that certain Third Modification and Extension Agreement of even date herewith, by and between Lender and Borrower (the “Mortgage”), and the other Loan Documents, as such term is defined in the Mortgage, including, without limitation, the Amended, Restated and Increased Promissory Note (the “Note”), of even date herewith, in the stated principal amount of $11,712,177.00, executed and delivered by Borrower to Lender and which evidence and secure the Loan.
GUARANTY AGREEMENTGuaranty Agreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts • Texas
THIS GUARANTY AGREEMENT (“Guaranty”) is made this 13th day of June, 2003, by the undersigned (hereinafter referred to as “Guarantors” whether one or more), in favor of BEAL BANK, S.S.B., a savings bank organized under the laws of the State of Texas (“Lender”).
FOURTH MODIFICATION AGREEMENTFourth Modification Agreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts
THIS FOURTH MODIFICATION AGREEMENT (this “Agreement”) is made and entered into this 13th day of June, 2003, by and among HUNTLEY DEVELOPMENT LIMITED PARTNERSHIP, an Illinois limited partnership (“Borrower), THE PRIME GROUP, INC., an Illinois corporation (the “Released Guarantor”), HORIZON GROUP PROPERTIES, INC., a Maryland corporation (the “Replacement Guarantor”) and BEAL BANK, S.S.B., a savings bank organized under the laws of the State of Texas (“Lender”).
ContractMortgage, Security Agreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts • Illinois
THIS DOCUMENT WAS PREPARED BY AND AFTER RECORDING RETURN TO: Jenkens & Gilchrist, a Professional Corporation 1445 Ross Avenue. Suite 3200 Dallas. Texas 75202 Attention: Lawrence C. Adams
AMENDED AND RESTATED MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts • Illinois
This Amended and Restated Mortgage and Security Agreement (as the same may be amended, modified, extended, replaced or renewed, the “Mortgage”) is made as of December 14, 1999, by HUNTLEY DEVELOPMENT LIMITED PARTNERSHIP, an Illinois limited partnership with a mailing address of c/o The Prime Group, Inc., 77 W. Wacker Drive, Suite 4200, Chicago, Illinois 60601 (together with any successors and assigns, the “Mortgagor”), to, in favor of and for the benefit of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association formerly known as FIRST TRUST NATIONAL ASSOCIATION, a national banking association, in its capacity as Trustee (as such term is defined in Article One hereinbelow), with a mailing address of One Illinois Center, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601 (“Mortgagee”), and pertains to the real estate (“Real Estate”) described in Exhibit A attached hereto and made a part hereof.
GUARANTY AGREEMENTGuaranty Agreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts • Texas
THIS GUARANTY AGREEMENT (“Guaranty”) is made as of the 27th day of October, 1999, by the undersigned (hereinafter referred to as “Guarantors” whether one or more), in favor of BEAL BANK, S.S.B., a state savings bank (“Lender”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts • Illinois
This Assignment and Assumption Agreement (this “Agreement”) is made as of the 13th day of June, 2003 by and among The Prime Group Inc., an Illinois corporation (“PGI”), as the holder of the sole limited partner interest of Huntley Development Limited Partnership, an Illinois limited partnership (the “Partnership”), Huntley Development Company, an Illinois corporation and the sole general partner of the Partnership (“HDC”), Horizon Huntley LLC, a Delaware limited liability company (“HHL”) and Horizon Huntley Finance LLC, a Delaware limited liability company (“HHFL”).
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND ASSIGNMENT OF NET PROFITS INTERESTHorizon Group Properties Inc • June 30th, 2003 • Real estate investment trusts
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND ASSIGNMENT OF NET PROFITS INTEREST (the “Amendment”) is made and entered into this 30th day of January, 2002, by HUNTLEY DEVELOPMENT LIMITED PARTNERSHIP, an Illinois limited partnership (“HDLP”) and HUNTLEY MEADOWS RESIDENTIAL VENTURE, an Illinois partnership (“HMRV”; HDLP and HMRV are herein referred to collectively as “Owner”), and BEAL BANK, S.S.B., a savings bank organized under the laws of the State of Texas (“Beal”).
THIRD MODIFICATION AND EXTENSION AGREEMENTThird Modification and Extension Agreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts
THIS THIRD MODIFICATION AND EXTENSION AGREEMENT (this “Agreement”) is made and entered into this 30th day of January, 2002, by and among HUNTLEY DEVELOPMENT LIMITED PARTNERSHIP, an Illinois limited partnership (“Borrower”), THE PRIME GROUP, INC., an Illinois corporation (the “Guarantor”), and BEAL BANK, S.S.B., a savings bank organized under the laws of the State of Texas (“Lender”).
ASSIGNMENT AND ASSUMPTION AGREEMENT HUNTLEY MEADOWS RESIDENTIAL VENTUREAssignment and Assumption Agreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts • Illinois
This Assignment and Assumption Agreement (this “Agreement”) is made as of the 13th day of June, 2003 by and among PGLP Holdings, L.L.C., a Delaware limited liability company (“PGLP Holdings”), as a general partner with a fifty percent (50%) interest in Huntley Meadows Residential Venture, an Illinois partnership (the “Partnership”), and Prime/Huntley Meadows Residential, Inc., an Illinois corporation (“P/HMRI”), as a general partner with a fifty percent (50%) interest in the Partnership, Horizon Huntley LLC, a Delaware limited liability company (“HHL”) and Horizon Huntley Finance LLC, a Delaware limited liability company (“HHFL”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • June 30th, 2003 • Horizon Group Properties Inc • Real estate investment trusts • Illinois
AMENDED AND RESTATED INTERCREDITOR AGREEMENT (the “Agreement”) dated as of December 14, 1999, by and among HUNTLEY DEVELOPMENT LIMITED PARTNERSHIP, an Illinois limited partnership (together with any successors and assigns, the “Company”), BEAL BANK, SSB, a Texas State savings bank (the “Bank”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association formerly known as FIRST TRUST NATIONAL ASSOCIATION, as trustee (in such capacity and together with any successors and assigns in such capacity, the “Series B Trustee”) for the Series B Bondholders (as hereinafter defined).
