Exhibit 10.94


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


HUNTLEY MEADOWS RESIDENTIAL VENTURE


 


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”).


 


RECITALS


 


WHEREAS, the Partnership has
been formed pursuant to the terms of that certain Partnership Agreement (as
such agreement has been amended, restated or otherwise modified as of the date
hereof, the “Partnership Agreement”) dated as March 7, 1990 by and
between PGLP Holdings (by assignment from Old Colony Ventures, Inc., an
Illinois corporation) and P/HMRI.


 


WHEREAS, PGLP Holdings,
P/HMRI, The Prime Group, Inc., an Illinois corporation (“PGI”), Huntley
Development Company, an Illinois corporation (“HDC”), HHL, HHFL and
Horizon Group Properties, Inc., a Maryland corporation (“HGPI”) have
entered into that certain Partnership Interests Purchase Agreement dated as of
June 13, 2003 (the “Purchase Agreement”; capitalized terms not otherwise
defined herein shall have the meanings as set forth in the Purchase Agreement)
pursuant to which, among other things, PGLP Holdings has agreed to sell its
fifty percent (50%) partnership interest (the “Assigned PGLP Partner
Interest”) to HHL and P/HMRI has agreed to sell its fifty percent (50%)
partnership interest (the “Assigned P/HMRI Partner Interest”) to HHFL.


 


WHEREAS, PGLP Holdings and
P/HMRI now desire to assign, subject to Permitted Exceptions, and HHL and HHFL
now desire to assume the Assigned PGLP Partner Interest and the Assigned P/HMRI
Partner Interest, and HHL and HHFL desire to accept the liabilities and
obligations of being a “Partner” (as defined in the Partnership Agreement)
under the Partnership Agreement and assume the liabilities and obligations of
the Partnership described  or listed in
certain exhibits to the Purchase Agreement.


 


WHEREAS, this Agreement is
being executed by the parties hereto pursuant to the terms of that certain
Purchase Agreement.


 


NOW THEREFORE, in
consideration of ten dollars ($10.00), the mutual covenants and representations
set forth herein and in the Purchase Agreement, and for other good and valuable


 


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consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:


 


ARTICLE I


 


REASSIGNMENT OF INTERESTS


 


1.1                                 By execution hereof, PGLP Holdings hereby
assigns, transfers and conveys any and all right, title and interest it holds
in the Assigned PGLP Partner Interest to HHFL. 
PGLP Holdings hereby withdraws from the Partnership, and directs that
all allocations and distributions of profits, losses, income or capital on
account of such Assigned PGLP Partner Interest are to be made to HHFL from and
after the date hereof.


 


1.2                                 By execution hereof, P/HMRI hereby assigns, transfers
and conveys any and all right, title and interest it holds in the Assigned
P/HMRI Partner Interest to HHL.  P/HMRI
hereby withdraws from the Partnership, and directs that all allocations and
distributions of profits, losses, income or capital on account of such Assigned
P/HMRI Partner Interest are to be made to HHL from and after the date hereof.


 


ARTICLE II


 


ASSUMPTION OF INTERESTS


 


2.1                                 By execution hereof, HHL hereby accepts the
assignment, transfer and conveyance of any and all right, title and interest
held by P/HMRI in the Assigned P/HMRI Partner Interest.   Furthermore, HHL hereby (i) acknowledges
that such interest in the Assigned P/HMRI Partner Interest is being acquired
subject to the Permitted Exceptions, (ii) acknowledges that it shall henceforth
act as a Partner in the Partnership, and (iii) assumes and agrees to pay,
perform and discharge when due the Permitted Exceptions and the liabilities and
obligations of the Partnership described or listed in Exhibit A, Exhibit B or
Exhibit E to the Purchase Agreement.


 


2.2                                 By execution hereof, HHFL hereby accepts the
assignment, transfer and conveyance of any and all right, title and interest
held by PGLP Holdings in the Assigned PGLP Partner Interest.  Furthermore, HHFL hereby (i) acknowledges
that such interest in the Assigned PGLP Partner Interest is being acquired
subject to the Permitted Exceptions, (ii) acknowledges that it shall henceforth
act as a Partner in the Partnership, and (iii) assumes and agrees to pay,
perform and discharge when due the Permitted Exceptions and the liabilities and
obligations of the Partnership described or listed in Exhibit A, Exhibit B or
Exhibit E to the Purchase Agreement.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES OF P/HMRI AND

PGLP Holdings


 


PGLP Holdings and P/HMRI
hereby represent and warrant to HHL and HHFL as follows:


 


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3.1                                 This Agreement constitutes the valid and
binding agreement of PGLP Holdings and P/HMRI and is enforceable against PGLP
Holdings and P/HMRI in accordance with its terms.


 


3.2                                 PGLP Holdings has the limited liability
company power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. P/HMRI has the corporate power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.  All
action required to authorize the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby has been taken and no
other proceedings on the part of PGLP Holdings and P/HMRI are necessary to
approve and authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.


 


3.3                                 P/HMRI has not transferred, assigned,
conveyed, pledged or otherwise alienated or caused to exist any encumbrance on
the Assigned P/HMRI Partner Interest and is the sole holder of the Assigned
P/HMRI Partner Interest and has the full corporate power and authority to
assign, transfer and convey any and all of its right, title and interest in the
Assigned P/HMRI Partner Interest to HHL.


 


3.4                                 PGLP Holdings has not transferred, assigned,
conveyed, pledged or otherwise alienated or caused to exist any encumbrance on
the Assigned PGLP Partner Interest and is the sole holder of the Assigned PGLP
Partner Interest and has the full limited liability company power and authority
to assign, transfer and convey any and all of its right, title and interest in
the Assigned PGLP Partner Interest to HHFL.


 


3.5                                 The Assigned P/HMRI Partner Interest
constitutes P/HMRI’s entire interest in the Partnership.  The Assigned PGLP Partner Interest
constitutes PGLP Holdings’ entire interest in the Partnership.  There are no other partnership interests in
the Partnership other than the Assigned P/HMRI Partner Interest and the
Assigned PGLP Partner Interest.


 


3.6                                 Attached hereto as Exhibit A is a true
and correct copy of the Partnership Agreement, as amended, modified or
supplemented.


 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES OF

HHL AND HHFL


 


HHFL and HHL hereby
represent and warrant to P/HMRI and PGLP Holdings as follows:


 


4.1                                 This Agreement constitutes the valid and
binding agreement of HHFL and HHL and is enforceable against HHFL and HHL in
accordance with its terms.


 


4.2                                 HHFL has the limited liability company power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.  HHL
has the limited liability company power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby.  All action required to authorize the
execution


 


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and delivery of this
Agreement and the consummation of the transactions contemplated hereby has been
taken and no other proceedings on the part of HHFL and HHL are necessary to
approve and authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.


 


ARTICLE V


 


MISCELLANEOUS


 


5.1                                 This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, and all of
which shall together constitute one and the same instrument.


 


5.2                                 This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.


 


5.3                                 If any provision of this Agreement, or the
application thereof to any person, place or circumstance, shall be held by a
court of competent jurisdiction to be invalid, unenforceable or void, the
remainder of this Agreement and such provisions as applied to other persons,
places and circumstances shall remain in full force and effect.


 


5.4                                 No delay or failure on the part of any party
hereto in exercising any right, power or privilege under this Agreement or
under any other instrument or document given in connection with or pursuant to
this Agreement shall impair any such right, power or privilege or be construed
as a waiver of any default or any acquiescence therein.  No single or partial exercise of any such
right, power or privilege shall preclude the further exercise of such right,
power or privilege.


 


5.5                                 All exhibits attached hereto are incorporated
herein as though fully set forth herein.


 


5.6                                 This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors.


 


5.7                                 Except as expressly set forth herein, the
covenants, agreements, representations and warranties of P/HMRI, PGLP Holdings,
HHL and HHFL set forth in this Agreement, shall survive the execution and
delivery of this Agreement and shall not merge into any other document or
instrument executed or delivered in connection herewith; provided, however,
the representations and warranties made by P/HMRI, PGLP Holdings, HHL and HHFL
in Articles III and IV above shall survive until December 31, 2004.


 


5.8                                 No amendment or modification of this
Agreement shall be binding upon any party unless executed in writing by the
parties hereto intending to be bound thereby.


 


[signature
page follows]


 


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IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement as of the day and year first above
written.


 


	
   

  	
  HORIZON
  HUNTLEY LLC, a
  Delaware limited

  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Horizon Group Properties,
  L.P., its sole

  managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Horizon Group Properties, Inc.,
  its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HORIZON
  HUNTLEY FINANCE LLC,
  a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Horizon Group Properties,
  L.P., its sole

  managing member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Horizon Group Properties,
  Inc., its

  general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRIME/HUNTLEY
  MEADOWS

  RESIDENTIAL, INC., an
  Illinois corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Michael W. Reschke

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PGLP
  HOLDINGS, L.L.C., a
  Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prime Group Limited
  Partnership

  Administrative Member

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Michael W. Reschke

  
	
   

  	
   

  	
  Managing General Partner

  
												



 


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EXHIBIT
A


 


PARTNERSHIP
AGREEMENT


 


(attached)


 


6