Exhibit VI
FIFTH AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
[LAKE ▇▇▇▇▇▇]
This FIFTH AMENDMENT TO PLEDGE AND SECURITY AGREEMENT [LAKE ▇▇▇▇▇▇] (This,
"Amendment") is made and entered into as of the 7th day of April, 1998, 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;
(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; and by that certain Fourth Amendment to Pledge and Security
Agreement [Lake ▇▇▇▇▇▇], dated as of April 9, 1997, (the "Fourth Amendment")
between Pledgor and Pledgee (the Original Pledge Agreement, as amended by the
First Amendment, the Second Amendment, the Third Amendment and the Fourth
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 Section 4.15(b) of the Pledge Agreement, Pledgee is
required to release certain of the Pledged Units as hereinafter provided.
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. Under the Pledge Agreement, Pledgor has pledged to Pledgee 845,625
Common Units to secure Pledgor's obligations under the Guaranty. Pledgor and
Pledgee hereby agree that 106,292 Common Units are hereby released from the
Pledge Agreement with the security interest granted thereunder, and that 739,333
Common Units shall remain as Pledged Interests under the Pledge Agreement.
3. To reflect the reduction in the number of Common Units pledged by
Pledgor to Pledgee under the Pledge Agreement, "Exhibit A" attached to the
Pledge Agreement is hereby amended by substituting the number 739,333 for the
number 845,625 as the "Number of Common Units Pledged" as indicated on "Exhibit
A" attached to the Pledge Agreement.
4. 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.
5. 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.
6. 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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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 Fifth Amendment to Pledge and
Security Agreement [Lake ▇▇▇▇▇▇] (the "Fifth 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 Fifth Amendment.
Dated: April 7, 1998 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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