Exhibit VIII
ELEVENTH AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
[LAKE ▇▇▇▇▇▇]
This ELEVENTH AMENDMENT TO PLEDGE AND SECURITY AGREEMENT [LAKE ▇▇▇▇▇▇]
(this "Amendment") is made and entered into as of the 20th day of December,
1999, by and between PRIME GROUP II, L.P., an Illinois limited partnership
("Pledgor"), and ▇▇▇▇▇▇ INVESTORS LIFE INSURANCE COMPANY, an Illinois insurance
corporation ("Pledge").
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;
(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; (iv) by that certain Fourth Amendment to Pledge and Security
Agreement [Lake ▇▇▇▇▇▇], dated as of April 9, 1997 (the "Fourth Amendment"),
between Pledgor and Pledgee; (v) by that certain Fifth Amendment to Pledge and
Security Agreement [Lake ▇▇▇▇▇▇] dated as of April 7, 1998 (the "Fifth
Amendment"), between Pledgor and Pledgee; (vi) by the certain Sixth Amendment to
Pledge and Security Agreement [Lake ▇▇▇▇▇▇] dated as of June 15, 1998 (the
"Sixth Amendment"), between Pledgor and Pledgee; (vii) by that certain Seventh
Amendment to Pledge and Security Agreement [Lake ▇▇▇▇▇▇] dated as of September
30, 1998 (the "Seventh Amendment"), between Pledgor and Pledgee; (viii) by that
certain Eighth Amendment to Pledge and Security Agreement [Lake ▇▇▇▇▇▇] dated as
of December 31, 1998 (the "Eighth Amendment"), between Pledgor and Pledgee; (ix)
by that certain Ninth Amendment to Pledge and Security Agreement [Lake ▇▇▇▇▇▇]
dated as of March 31, 1999 (the "Ninth Amendment"), between Pledgor and Pledgee;
and (x) by that certain Tenth Amendment to Pledge and Security Agreement [Lake
▇▇▇▇▇▇] dated as of September 1, 1999 (the "Tenth Amendment"), between Pledgor
and Pledgee (the Original Pledge Agreement, as amended by the First Amendment,
the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth
Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the
Ninth Amendment and the Tenth 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, and in accordance with Section
4.16 (b) of the Pledge Agreement, Pledgee released 40,227 Common Units pledged
by Pledgor to Pledgee; and
WHEREAS, pursuant to the Fourth Amendment Pledgor pledged to Pledgee an
additional 100,000 Common Units to secure Pledgor's obligations under the
Guaranty; and
WHEREAS, pursuant to the Fifth Amendment Pledgee released from the Pledge
Agreement 106,292 Common Units and, following such release, 739,333 Common Units
were pledged by Pledgor to Pledgee; and
WHEREAS, pursuant to the Sixth Amendment Pledgor and Pledgee agreed to
certain amendments to the Pledge Agreement, and Pledgor confirmed its pledge and
grant of a security interest in 739,333 Common Units, giving effect to certain
"Merger Transactions" described therein; and
WHEREAS, pursuant to the Seventh Amendment Pledgor pledged to Pledgee an
additional 145,208 Common Units to secure Pledgor's obligations under the
Guaranty; and
WHEREAS, pursuant to the Eighth Amendment, Pledgor pledged to Pledgee, and
Pledgee accepted as collateral, 90,035 shares of Brookdale Common Stock to
secure Pledgor's obligations under the Guaranty; and
WHEREAS, pursuant to the Ninth Amendment, Pledgor pledged to Pledgee, and
Pledgee accepted as collateral, an additional 54,441 shares of Brookdale Common
Stock to secure Pledgor's obligations under the Guaranty; and
WHEREAS, pursuant to the Tenth Amendment, Pledgor pledged to Pledgee, and
Pledgee accepted as collateral, an additional 132,612 shares of Brookdale Common
Stock to secure Pledgor's obligations under the Guaranty; and
WHEREAS, pursuant to Section 4.16(a) of the Pledge Agreement Pledgor is
required to pledge to Pledgee additional Common Units and/or other collateral
acceptable to Pledgee as hereinafter provided.
WHEREAS, Pledgor has requested that Pledgee accept as other collateral
additional shares of Brookdale Common Stock and Pledgee has agreed to accept
such collateral to satisfy a portion of Pledgor's current obligations, subject
to the terms and conditions as set forth herein.
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. For purposes of subparagraphs (a), (b) and (c) of Section 4.16 of the
Pledge Agreement, the Market Value of Brookdale Common Stock pledged hereunder
shall be included in
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the calculation of the Market Value of the Pledged Interests determined in
accordance with the provisions hereof.
3. Pledgor hereby pledges, hypothecates, assigns and transfer to Pledgee,
and hereby grants to Pledgee a continuing lien and security interest in 43,545
shares of Brookdale Common Stock (the "Pledged Brookdale Common Stock"), subject
to Section 4.16 of the Pledge Agreement. Pledgor and Pledgee agree that said
Pledged Brookdale Common Stock shall constitute "Pledged Interests" included in
the "Collateral" for purposes of the Pledge Agreement. Nothing contained in this
Amendment shall be construed to require Pledgee to accept future pledges of
Brookdale Common Stock to satisfy Pledgor's obligations under Section 4.16(a) of
the Pledge Agreement.
4. Pledgor represents and warrants to Pledgee that, as of the date hereof,
Pledgor is the sole record, legal and beneficial owner of, and has good and
marketable title to (and has full right and authority to pledge and assign), the
Pledged Brookdale Common Stock pledged hereunder, free and clear of all liens,
security interests, options or other charges or encumbrances. Pledgor hereby
reiterates and incorporates herein by this reference the representations and
warranties set forth in Paragraphs 1, 2, 3 and 4 of Section B of Schedule 1 to
Exhibit B to the Pledge Agreement. Contemporaneously with the execution and
delivery of this Amendment, Pledgor has delivered to Pledgee the certificates
evidencing the Pledged Brookdale Common Stock, accompanied by assignments
separate from certificate, duly endorsed in blank for transfer, with signature
guaranty, which is effective to create a valid, perfected, continuing and
enforceable security interest in the "Pledged Brookdale Common Stock" and all
proceeds thereof, securing the Secured Obligations.
5. Pledgor hereby pledges, hypothecates, assigns and transfers to Pledgee,
and hereby grants to Pledgee a continuing lien and security interest in 76,544
Common Units (the "Additional Common Units"), subject to Section 4.16 of the
Pledge Agreement. Pledgor and Pledgee agree that said Common Units shall
constitute "Pledged Interests" included within the "Collateral" for purposes of
the Pledge Agreement.
6. Pledgor represents and warrants to Pledgee that, as of the date hereof,
Pledgor is the sole record, legal and beneficial owner of, and has good and
marketable title to (and has full right and authority to pledge and assign), the
Additional Common Units pledged hereunder, free and clear of all liens, security
interests, options or other charges or encumbrances. Pledgor hereby reiterates
and incorporates herein by this reference the representations and warranties set
forth in Paragraphs 1, 2, 3 and 4 of Section 4 of Schedule 1 to Exhibit B to the
Pledge Agreement. Pledgor will promptly deliver to Pledgee the certificates
evidencing the Additional Common Units, together with duly executed assignments
separate from certificate.
7. Exhibit A to the Pledge Agreement is hereby amended by substituting (a)
320,633 shares of Brookdale Common Stock for 277,088 shares of Brookdale Common
Stock in the description of Pledged Interests, and (b) 961,085 for 884,541 as
the "Number of Common Units Pledged" in the description of Pledged Interests.
8. 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.
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9. 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.
10. The provisions of this Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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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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ACKNOWLEDGMENT
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 Eleventh Amendment to Pledge and
Security Agreement [Lake ▇▇▇▇▇▇] (the "Eleventh 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 Eleventh Amendment.
Date: December 20, 1999 PRIME RETAIL, L.P., a Delaware limited partnership
By: Prime Retail, Inc., a Maryland
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Chairman of the Board
PRIME RETAIL, INC., a Maryland corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Chairman of the Board
