Exhibit 10.93


 


ASSIGNMENT AND
ASSUMPTION AGREEMENT


 


HUNTLEY DEVELOPMENT LIMITED
PARTNERSHIP


 


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”).


 


RECITALS


 


WHEREAS, the Partnership has been formed pursuant to
the terms of that certain Agreement of Limited Partnership (as such agreement
has been amended, restated or otherwise modified as of the date hereof, the “Partnership
Agreement”) dated as of October 29, 1991 by and between PGI (as a successor
to Prime International, Inc.) and HDC.


 


WHEREAS, PGI, HDC, HHL, HHFL, Prime/Huntley Meadows
Residential, Inc., an Illinois corporation (“P/HMRI”),  PGLP Holdings, L.L.C., a Delaware limited
liability company (“PGLP Holdings”), 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, PGI has agreed to sell its ninety-nine percent (99%) limited
partnership interest in the Partnership (the “Assigned Limited Partner
Interest”) to HHFL and HDC has agreed to sell its one percent (1%) general
partnership interest in the Partnership (the “Assigned General Partner
Interest”) to HHL.


 


WHEREAS, PGI and HDC now desire to assign, subject to
the Permitted Exceptions, and HHL and HHFL now desire to assume the Assigned
Limited Partner Interest and the Assigned General Partner Interest, and HHL and
HHFL desire to accept the liabilities and obligations of being a General
Partner and a Limited Partner 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 consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:


 


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ARTICLE I


 


REASSIGNMENT OF INTERESTS


 


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


 


1.2                                 By execution hereof, HDC hereby assigns,
transfers and conveys any and all right, title and interest it holds in the
Assigned General Partner Interest to HHL. 
HDC hereby withdraws from the Partnership, and directs that all
allocations and distributions of profits, losses, income or capital on account of
such Assigned General 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 HDC in the Assigned General Partner Interest.   Furthermore, HHL hereby (i) acknowledges
that such interest in the Assigned General Partner Interest is being acquired
subject to the Permitted Exceptions, (ii) acknowledges that it shall henceforth
act as a General 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 PGI in the Assigned Limited Partner Interest.  Furthermore, HHFL hereby (i) acknowledges
that such interest in the Assigned Limited Partner Interest is being acquired
subject to the Permitted Exceptions, (ii) acknowledges that it shall henceforth
act as a Limited 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 HDC AND

PGI


 


PGI and HDC hereby represent and warrant to HHL and
HHFL as follows:


 


3.1                                 This Agreement constitutes the valid and
binding agreement of PGI and HDC and is enforceable against PGI and HDC in
accordance with its terms.


 


3.2                                 PGI has the corporate power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby.  HDC has the
corporate power


 


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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 PGI and HDC are necessary to approve and authorize the execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby.


 


3.3                                 HDC has not transferred, assigned,
conveyed, pledged or otherwise alienated or caused to exist any encumbrance on
the Assigned General Partner Interest and is the sole holder of the Assigned
General 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 General Partner Interest to HHL.


 


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


 


3.5                                 The Assigned General Partner Interest
constitutes HDC’s entire interest in the Partnership.  The Assigned Limited Partner Interest constitutes PGI’s entire
interest in the Partnership.  There are
no other partnership interests in the Partnership other than the Assigned
General Partner Interest and the Assigned Limited 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 HDC and
PGI 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 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.


 


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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 HDC, PGI, 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 HDC, PGI, 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: 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE PRIME GROUP, INC., an
  Illinois corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Michael W.
  Reschke

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTLEY DEVELOPMENT COMPANY,
  an

  Illinois corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Michael W.
  Reschke

  
	
   

  	
  Title:

  	
  President

  
										



 


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EXHIBIT A


 


PARTNERSHIP AGREEMENT


 


(attached)


 


6