Exhibit V
FOURTH AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
[LAKE ▇▇▇▇▇▇]
This FOURTH AMENDMENT TO PLEDGE AND SECURITY AGREEMENT [LAKE ▇▇▇▇▇▇] (this
"Fourth Amendment") is made and entered into as of the 9th day of April, 1997,
by and between PRIME GROUP II, L.P., an Illinois limited partnership
("Pledgor"), and ▇▇▇▇▇▇ INVESTORS LIFE INSURANCE COMPANY, an Illinois insurance
corporation ("Pledgee").
W I T N E S S E T H:
WHEREAS, Pledgor and Pledgee entered into that certain Pledge and Security
Agreement [Lake ▇▇▇▇▇▇], dated as of March 22, 1994 (the "Original Pledge
Agreement"), pursuant to which Pledgor pledged to Pledgee 690,276 Common Units
in Prime Retail, L.P., a Delaware limited partnership, to secure Pledgor's
obligations under the Guaranty; and
WHEREAS, the Original Pledge Agreement was amended (i) by that certain
First Amendment to Pledge and Security Agreement [Lake ▇▇▇▇▇▇], dated as of
August 31, 1994 (the "First Amendment"), between Pledgor and Pledgee, (ii) by
that certain Second Amendment to Pledge and Security Agreement [Lake ▇▇▇▇▇▇],
dated as of June 12, 1995 (the "Second Amendment"), between Pledgor and Pledgee,
and (iii) by that certain Third Amendment to Pledge and Security Agreement [Lake
▇▇▇▇▇▇], dated as of February 19, 1997 (the "Third Amendment"), between Pledgor
and Pledgee (the Original Pledge Agreement, as amended by that First Amendment,
the Second Amendment and the Third Amendment, is herein referred to as the
"Pledge Agreement"); and
WHEREAS, pursuant to the Second Amendment, the number of Common Units
pledged by Pledgor to Pledgee was increased from 690,276 to 785,852; and
WHEREAS, pursuant to the Third Amendment, the number of Common Units
pledged by Pledgor to Pledgee was decreased from 785,852 to 745,625; and
WHEREAS, the parties have agreed to modify certain provisions of the
Pledge Agreement as hereinafter set forth.
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. The definition of Pledge Amount set forth in Article 1 of the Pledge
Agreement is hereby amended to read as follows:
"'Pledge Amount' means $10,023,000.00"
3. Pledgor hereby pledges, hypothecates, assigns, and transfers to
Pledgee, and hereby grants to Pledgee, a continuing lien and security interest
in 100,000 Common Units (the "Additional Common Units"), subject to Section
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 change in
the Pledge Amount and the pledge of the Additional Common Units, "Exhibit A"
attached to this Amendment is hereby substituted as Exhibit A to the Pledge
Agreement, in replacement of the Exhibit A attached to the Second Amendment and
amended by the Third Amendment.
4. 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.
5. The parties acknowledge that all rights of the Partnership to Dilution
have terminated, and that the reallocation rights referred to in Section 2.7(c)
of the Pledge Agreement have terminated. Accordingly, the parties agree that
Exhibit A-1 to the Pledge Agreement shall have no further force or effect.
6. 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.
7. 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 heretofore amended and except as amended by this Amendment.
8. 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,
general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Its: Vice President
▇▇▇▇▇▇ 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 ▇▇▇▇▇▇
Project: The Island on Lake ▇▇▇▇▇▇
Lender: ▇▇▇▇▇▇ Investors Life Insurance Company ("KELICO"). KELICO has
provided credit support/enhancement with respect to the Loan.
Borrower: The Island on Lake ▇▇▇▇▇▇, Ltd., a Texas limited partnership
Prime (1) The Lake ▇▇▇▇▇▇ Island, Ltd., a Texas limited partnership,
Partner(s): 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 ▇▇▇▇▇▇, 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 Loan: Lender's
credit support/enhancement of the Loan
Guaranty/ Limited Recourse Guaranty [Lake ▇▇▇▇▇▇] by Prime Group II,
Guarantor: L.P., an Illinois limited partnership, in favor of KELICO
Pledge
Amount: $10,023,000
Number of
Common Units
Pledged: 845,625
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ACKNOWLEDGMENT 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 Fourth Amendment to Pledge and
Security Agreement [Lake ▇▇▇▇▇▇] (the "Fourth Amendment"). 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 ▇▇▇▇▇▇], dated March 22, 1994, as
amended, between Prime Group II, L.P., as Pledgor, and ▇▇▇▇▇▇ Investors Life
Insurance Company, as Pledgee, is hereby ratified and confirmed and shall remain
in full force and effect except as heretofore amended and except as amended by
the terms and provisions of the Fourth Amendment.
Dated: April 10, 1997 PRIME RETAIL, L.P., a Delaware limited
partnership
By: Prime Retail, Inc. a Maryland
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Title: Chairman of the Board
PRIME RETAIL, INC., a Maryland corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Title: Chairman of the Board
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