Exhibit 10.80


 


GUARANTY


 


                THIS
GUARANTY (this “Guaranty”)  is made and entered into as of the 14th
day of March, 2003, by THE PRIME GROUP, INC., an Illinois corporation (“TPG”),
PRIME GROUP LIMITED PARTNERSHIP, an Illinois limited partnership (“PGLP”),
PRIME GROUP II, L.P., an Illinois limited partnership (“PG2LP”), PGLP,
INC., an Illinois corporation (“PGLPI”) and PRIME INTERNATIONAL, INC.,
an Illinois corporation (“PII”). 
TPG,  PGLP, PG2LP, PGLPI and PII
are sometimes referred to herein, individually, as a “Guarantor”, and,
together, as “Guarantors”), in favor of HORIZON GROUP PROPERTIES, INC.,
a Maryland corporation (“Lender”).


 


RECITALS:


 


WHEREAS, Lender has agreed
to loan the principal sum of One Million Three Hundred Thousand Dollars
($1,300,000.00) (the “Loan”) to Retail Partners, Inc., an Illinois
corporation, and Retail Partners Limited Partnership, an Illinois limited
partnership  (“Borrowers”),
pursuant to a Promissory Note of even date herewith in such original principal
amount, executed by Borrowers in favor of Lender (the “Note”); and


 


                WHEREAS,
Lender has advised Borrowers that Lender will not make the Loan unless
Guarantors execute and deliver this Guaranty.


 


AGREEMENT:


 


                NOW,
THEREFORE, as an inducement to Lender to make the Loan and to extend credit to
Borrower upon the terms and conditions set forth in the Note, and in
consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Guarantors hereby
agree as follows:


 


1.             The Guaranty. 
Guarantors hereby unconditionally and irrevocably, guarantee: (a) the
due and punctual payment in full of all payments due Lender from Borrowers
under the Note, and all other documents or instruments executed from time to
time by Borrowers or any Guarantor in connection therewith, including, without
limitation, that certain letter agreement dated the date hereof, by Huntley
Development Limited Partnership and Huntley Meadows Residential Venture in
favor of Lender (the “Letter Agreement”) (the Note, the Letter Agreement
and such other documents or instruments, collectively, the “Loan Documents”),
and (b) the due and punctual performance and observance of all of the other
terms, covenants, representations, warranties and conditions agreed to by
Borrower, in the Loan Documents (collectively, the “Obligations”).


 


2.             Action Regarding Obligations.  Guarantors expressly agree that Lender may,
in its sole and absolute discretion, without notice to or further assent of
Guarantors, and without in any way releasing, affecting or impairing the
obligations and liabilities of Guarantors hereunder: (a) waive compliance with,
or default under, or grant any other indulgences with respect to, the Loan 


 


 


 


1

















 


Documents, (b) modify, amend or change any
provisions of any of the Loan Documents with the written agreement of
Borrowers, (c) grant extensions or renewals of or with respect to the
obligations and covenants of either Borrower under the Loan Documents (and/or
effect any release, compromise or settlement with either Borrower in connection
therewith), (d) take and hold security for the payment of this Guaranty and the
Obligations, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral, (e) release, substitute, agree not to sue or deal with any one or
more of Borrowers’ sureties, endorsers, or other guarantors on any terms or in
any manner Lender may choose, (f) determine how, when and what application of
payments and credits shall be made on the Obligations, (g) apply such security
and direct the order or manner of sale thereof, including, without limitation,
any nonjudicial sale permitted by the terms of the controlling security
instrument as Lender in its discretion may determine, and (h) assign or
transfer this Guaranty in whole or in part.


 


                3.             Nature of Guaranty.  (a) This Guaranty is a continuing,
unlimited, unconditional and absolute guaranty of payment and not of
collection.  The liability of Guarantors
under this Guaranty shall be primary, direct and immediate and not conditional
or contingent upon pursuit by Lender of any remedies it may have against either
Borrower with respect to the Loan Documents or upon Lender taking any steps to
perfect and/or maintain perfected its security interest in, or preserve its
rights to, any security or collateral for the Obligations.  No exercise or non-exercise by Lender of any
right given to it hereunder or under the Loan Documents shall affect any of
Guarantors’ obligations hereunder or give Guarantors any recourse against
Lender.  Without limiting the generality
of the foregoing, Lender shall not be required to make any demand on either
Borrower, or otherwise pursue or exhaust its remedies against either Borrower,
or any collateral securing any of the Obligations, before, simultaneously with
or after, enforcing its rights and remedies hereunder against Guarantors.


 


                                (b)           Any one or more successive and/or
concurrent actions may be brought hereon against Guarantors either in the same
action, if any, brought against either Borrower, or in separate actions, as
often as Lender, in its sole discretion, may deem advisable.


 


                                (c)           Lender shall be under no obligation
to marshal any assets in favor of Guarantors, or against or in payment of any
or all of the Obligations.  Guarantors
hereby waive any rights to interpose any defense, counterclaim or offset of any
nature and description which they may have or which may exist between and among
Lender, Borrowers and/or Guarantors with respect to Guarantors’ obligations
under this Guaranty, or which either Borrower may assert on the underlying
debt, including but not limited to failure of consideration, breach of
warranty, fraud, payment (other than cash payment in full of the Obligations
then due), statute of frauds, bankruptcy, infancy, statute of limitations,
accord and satisfaction, and usury. 
Each Guarantor hereby expressly waives notice of the acceptance of this
Guaranty and any notice or demand to which it would otherwise be entitled
hereunder solely by reason of the fact that its position is one of suretyship,
including without limitation notice of non-performance of either Borrower under
any of the Loan Documents and presentment for payment, protest, or notice of
protest for any obligation created under any of the Loan Documents (except as
otherwise provided in the Loan Documents).


 


                                (d)           Notwithstanding any payment or
payments made by Guarantors hereunder, Guarantors (and Guarantors’ successors
and assigns) shall not be entitled to be subrogated to any of 


 


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the rights of Lender against either Borrower or
against any collateral or guarantee or right of offset held by Lender for the payment
of the Obligations, nor shall any Guarantor (or its successors or assigns) seek
or be entitled to seek any contribution or reimbursement from either Borrower
or the other Guarantor in respect of payments made by such Guarantor hereunder,
until all amounts owing to Lender by either Borrower on account of the
Obligations are paid and satisfied in full. 
If, notwithstanding the foregoing, any amount shall be paid to a
Guarantor on account of such subrogation rights at any time when all of the
Obligations shall not have been paid and satisfied in full, such amount shall
be held by such Guarantor in trust for Lender, segregated from any other funds
of such Guarantor, and shall forthwith upon, and in any event within two (2)
Business Days following, receipt by such Guarantor, be turned over to Lender in
the exact form received by Guarantors (duly endorsed by such Guarantor to
Lender, if required), to be applied against the Obligations, whether matured or
unmatured, in such order as Lender may determine.


 


                                (e)           Nothing shall discharge or satisfy
the liabilities of Guarantors hereunder, except the full payment and
performance of the Obligations.


 


                                (f)            Any and all present and future debts
and obligations of either Borrower to any Guarantor are hereby postponed in
favor of and subordinated to the full payment of all present and future
Obligations of either Borrower to Lender; and all sums at any time to the
credit of such Guarantor and any of the property rights and interests and
evidences thereof of such Guarantor now or at any time in Lender’s possession,
custody or control or held for its account may be held by Lender as security,
and Lender shall have and is hereby granted a general and continuing lien upon
and a right of set off against such sums, property rights and interests and
evidences thereof, for any and all Obligations of such Guarantor to Lender
under this Guaranty.


 


4.             Certain Rights of Lender.  All rights and remedies afforded to Lender
by reason of this Guaranty and the Loan Documents, or by law, are separate and
cumulative and the exercise of one shall not in any way limit or prejudice the
exercise of any other such rights or remedies. 
No delay or omission by Lender in exercising any such right or remedy shall
operate as a waiver thereof.  No waiver
of any rights and remedies hereunder shall be deemed made by Lender unless in
writing and duly executed.  No
modification or amendment hereof shall be deemed made except in writing duly
executed by Lender and Guarantors.  Any
such written waiver shall apply only to the particular instance specified
therein and shall not impair the further exercise of such right or remedy or of
any other right or remedy of Lender, and no single or partial exercise of any
right or remedy hereunder shall preclude further exercise of any other right or
remedy.


 


                5.             No Impairment.  The obligation of Guarantors to make payment
for or perform the obligations of either Borrower in accordance with the terms
of this Guaranty shall not be impaired, modified, changed, released or limited
in any manner whatsoever by any failure of genuineness, validity, regularity or
enforceability, impairment, modification, change, or release or limitation of
the liability of either Borrower or its estate in bankruptcy or reorganization
resulting from the operation of any present or future provision of the United
States Bankruptcy Code or other similar laws or statutes affecting the
enforcement of creditors’ rights. 
Guarantor’s responsibility under this Guaranty to pay to Lender the
Obligations and any payments thereof repaid as preferences shall not be
extinguished or modified by any release of either Borrower or other party
primarily liable on the 


 


 


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Obligations, whether by voluntary release, settlement
of a bankruptcy proceeding, settlement of a contested matter in a bankruptcy,
settlement of litigation, settlement of a claim not yet resulting in
litigation, settlement of a preference claim or otherwise.  In all events Guarantors’ responsibility to pay
Lender, and  Lender’s right to recover
from Guarantors, the full amount of the Obligations shall extend until Lender
has received actual payment in full in cash of and performance of all of the
Obligations, without regard to any modification or a release thereof, and shall
continue until such payment, by the passage of time and the statute of
limitations, cannot be recovered by either Borrower, either Borrower as debtor
in possession, a trustee in bankruptcy of either Borrower or any other person
or organization.


 


6.             Representations and Warranties.  Guarantors jointly and severally represent
and warrant to Lender that:


 


(a)           Organization of PGLP. PGLP is
a limited partnership duly organized, validly existing and in good standing
under the laws of the State of Illinois. 
PGLP is duly qualified to do business and is in good standing under the
laws of each state or other jurisdiction in which either the ownership or use
of the properties owned or used by it, or the nature of the activities
conducted by it, requires such qualification, except to the extent failure to
so qualify would not have a material adverse effect on the business, operations
or financial condition of PGLP.


 


(b)           Organization of PG2LP. PG2LP
is a limited partnership duly organized, validly existing and in good standing
under the laws of the State of Illinois. 
PG2LP is duly qualified to do business and is in good standing under the
laws of each state or other jurisdiction in which either the ownership or use
of the properties owned or used by it, or the nature of the activities
conducted by it, requires such qualification, except to the extent failure to
so qualify would not have a material adverse effect on the business, operations
or financial condition of PG2LP.


 


(c)           Organization of PGLPI.  PGLPI 
is a corporation duly organized, validly existing and in good standing
under the laws of the State of Illinois. 
PGLPI is duly qualified to do business as a foreign corporation and is
in good standing under the laws of each state or other jurisdiction in which
either the ownership or use of the properties owned or used by it, or the
nature of the activities conducted by it, requires such qualification, except
to the extent failure to so qualify would not have a material adverse effect on
the business, operations or financial condition of PGLPI.


 


(d)           Organization
of PII.  PII  is a corporation duly organized, validly
existing and in good standing under the laws of the State of Illinois.  PII is duly qualified to do business as a
foreign corporation and is in good standing under the laws of each state or
other jurisdiction in which either the ownership or use of the properties owned
or used by it, or the nature of the activities conducted by it, requires such
qualification, except to the extent failure to so qualify would not have a
material adverse effect on the business, operations or financial condition of
PII.


(e)           Organization of TPG.  TPG is a corporation duly organized, validly
existing and in good standing under the laws of the State of Illinois.  TPG is duly qualified to do business as a
foreign corporation and is in good standing under the laws of each state or
other jurisdiction in which either the ownership or use of the properties owned
or used by it, or the nature of the activities 


 


 


4

















 


conducted by it, requires
such qualification, except to the extent failure to so qualify would not have a
material adverse effect on the business, operations or financial condition of
TPG.


 


(f)            Authorization.  Each Guarantor has full power and authority
to (i) execute and deliver this Guaranty and to perform its obligations
hereunder, and (ii) own and operate its assets, properties and business and
carry on its business as presently conducted. 
The execution, delivery and performance of this Guaranty have been duly
authorized by all necessary action on the part of each Guarantor.


 


(g)           Validity; Binding Effect.  This Guaranty has been duly and validly
executed and delivered by each Guarantor. 
This Guaranty constitutes a valid and legally binding obligation of each
Guarantor (and its successors and assigns), enforceable against each Guarantor
(and its successors and assigns) in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).


 


(h)           Noncontravention.  The execution, delivery and performance of
this Guaranty by each Guarantor, the consummation of the transaction
contemplated hereby and the compliance with or fulfillment of the terms and
provisions hereof or of any other agreement or instrument contemplated hereby, do
not and shall not (i) conflict with or result in a breach of any of the
provisions of the organizational documents of any Guarantor, (ii) contravene
any law which affects or binds any Guarantor or any of its properties, (iii)
result in a breach of, constitute a default under or give rise to a right of
termination or acceleration under any contract, license, franchise or any other
agreement or instrument to which any Guarantor is a party or by which any of
its properties may be affected or bound, or (iv) require any Guarantor to
obtain the approval, consent or authorization of, or to make any declaration,
filing or registration with, any third party or any governmental authority
which has not been obtained in writing prior to the date of this Agreement.


 


                7.             Acceleration.  (a) If any Event of Default shall occur and
be continuing under the Note or any Guarantor shall, or shall attempt to,
repudiate this Guaranty, or either Borrower or any Guarantor should at any time
become insolvent, or make a general assignment, or if a proceeding in or under
any insolvency law shall be filed or commenced by, or in respect of, any
Guarantor, or if a notice of any lien, levy, or assessment is filed of record
(and if such lien, levy, or assessment is not removed, or if the debt or
obligation giving rise to such lien, levy or assessment is not paid or
satisfied, within 30 days after Guarantor receives notice thereof) with respect
to any assets of any Guarantor by the United States or any department, agency,
or instrumentality thereof, or if any taxes or debts owing at any time or times
hereafter to any one of them becomes a lien or encumbrance upon any assets of
any Guarantor in Lender’s possession, or otherwise securing the obligations of
any Guarantor under this Guaranty (and such lien or encumbrance is not removed,
or if the debt or obligation giving rise to such lien or encumbrance is not
paid or satisfied, within 30 days after Guarantor receives notice thereof), the
Obligations shall for purposes hereof, at Lender’s option, be deemed due and
payable without notice notwithstanding that any such Obligation is not then due
and payable by Borrower.


 


 


 


5

















 


 


                                (b)           Guarantors will promptly (but, in any
event, within two (2) days) notify Lender of any default by any Guarantor in
the performance or observance of any term or condition of any agreement to
which any Guarantor is a party if the effect of such default is to cause, or
permit the holder of any obligation under such agreement to cause, such
obligation to become due prior to its stated maturity, and if such an event
occurs and such acceleration would materially and adversely affect such
Guarantor’s ability to perform its obligations hereunder, Lender shall have the
right to accelerate Guarantors’ obligations hereunder.


 


                8.             Reinstatement.  Anything in this Guaranty to the contrary
notwithstanding, if Lender receives any payment or payments on account of the
Obligations, which payment or payments or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver, or any other party under any insolvency law,
common law or equitable doctrine, then to the extent of any sum not finally
retained by Lender, Guarantors’ obligations to Lender shall be reinstated, and
this Guaranty shall remain in full force and effect (or be reinstated) until
payment shall have been made to Lender, which payment shall be due on demand.


 


9.             Partial Invalidity; Merger.  In case any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Guaranty, but this Guaranty shall
be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein. 
This Guaranty and the other Loan Documents constitute the complete
agreement of Guarantors, and supersede all previous understandings and
agreements, relating to the subject matter hereof.  Neither this Guaranty nor any of the terms hereof may be
terminated, amended, supplemented, waived or modified orally, but only by an
instrument in writing signed by Guarantors and Lender.


 


                10.           Titles and Headings; Rules of
Construction.  Titles and headings
to articles and sections herein are inserted for convenience of reference only
and are not intended to be a part of or to affect the meaning or interpretation
of this Guaranty.  Whenever the context
so requires the use of or reference to any gender includes the masculine,
feminine and neuter genders; and all terms used in the singular shall have
comparable meanings when used in the plural and vice versa.


 


                11.           Costs.  Lender shall be entitled, in addition to
such other relief as it may be entitled, to collect from Guarantors all of
Lender’s costs and expenses (including, without limitation, reasonable
attorneys’ fees and court costs) incurred in enforcing the terms of this
Guaranty.


 


                12.           Governing
Law; Jurisdiction.


 


                                (a)           This Guaranty shall be construed and
enforced under the laws of the State of Illinois without regard to the conflict
of law principles thereof.


 


                                (b)           As part of the consideration for new
value this day received, Guarantors hereby irrevocably consent to the
jurisdiction and venue of the courts of the State of Illinois with respect to
any and all actions related to this Agreement or the enforcement of this
Agreement and hereby irrevocably waives any and all objections thereto.


 


 


6

















 


 


                                (c)           Any judicial proceeding by Guarantors
against Lender involving, directly or indirectly any matter or claim in any way
arising out of, related to or connected herewith shall be brought only in the
federal or state courts of the State of Illinois.  Nothing contained herein shall affect the right of Lender to
bring any action or proceeding against Guarantors or their property in the
courts of any other jurisdiction.


 


13.           WAIVER OF JURY TRIAL.  EACH GUARANTOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO
CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF
THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS GUARANTY OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN), OR ACTIONS OF ANY GUARANTOR OR LENDER WITH RESPECT
TO THE LOAN.  NO GUARANTOR SHALL SEEK TO
CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED.  THESE PROVISIONS SHALL NOT
BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED EXCEPT BY A
WRITTEN INSTRUMENT EXECUTED BY THE GUARANTOR AGAINST WHICH IT IS TO BE ENFORCED
AND LENDER.


 


14.           Notice.  Any
and all notices, elections or demands permitted or required to be made under
this Guaranty shall be in writing, signed by the party giving such notice,
election or demand and shall be delivered personally, telecopied, telexed, or
sent by certified mail or overnight via nationally recognized courier service
(such as Federal Express), to the other party at the address set forth below,
or at such other address as may be supplied in writing and of which receipt has
been acknowledged in writing.  The date
of personal delivery, telecopy (with receipt confirmed) or two (2) Business
Days after the date of mailing (or the next Business Day after delivery to such
courier service), as the case may be, shall be the date of such notice,
election or demand.  For the purposes of
this Guaranty:


 


	
  The address of Lender is:

  	
   

  	
  Horizon
  Group Properties, Inc.

  
	
   

  	
   

  	
  77
  West Wacker Drive

  	
   

  
	
   

  	
   

  	
  Suite
  4200

  	
   

  
	
   

  	
   

  	
  Chicago,
  Illinois 60601

  
	
   

  	
   

  	
  Attention:

  	
  Gary
  J. Skoien

  
	
   

  	
   

  	
  Facsimile:

  	
  (312)
  917-0911

  
	
   

  	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Horizon
  Group Properties, Inc.

  
	
   

  	
   

  	
  77
  West Wacker Drive

  
	
   

  	
   

  	
  Suite
  4200

  	
   

  
	
   

  	
   

  	
  Chicago,
  Illinois 60601

  
	
   

  	
   

  	
  Attention:

  	
  David
  R. Tinkham

  
	
   

  	
   

  	
  Facsimile:

  	
  (312)
  917-8440

  
	
   

  	
   

  	
   

  	
   

  
					



 


7

















 


	
   

  	
   

  	
   

  	
   

  
	
  The address of
  Guarantors is:

  	
   

  	
  The Prime Group, Inc.

  
	
   

  	
   

  	
  Prime Group Limited Partnership

  
	
   

  	
   

  	
  Prime Group II, L.P.

  	
   

  
	
   

  	
   

  	
  PGLP, Inc.

  	
   

  
	
   

  	
   

  	
  Prime International, Inc.

  
	
   

  	
   

  	
  c/o The Prime Group, Inc.

  
	
   

  	
   

  	
  77 West Wacker Drive. 

  
	
   

  	
   

  	
  Suite 4200

  
	
   

  	
   

  	
  Chicago, Illinois 60601

  
	
   

  	
   

  	
  Attn:

  	
  Michael W. Reschke

  
	
   

  	
   

  	
  Facsimile:

  	
  (312) 917-1511

  
	
   

  	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  The
  Prime Group, Inc.

  
	
   

  	
   

  	
  77
  West Wacker Drive, 

  
	
   

  	
   

  	
  Suite
  4200

  
	
   

  	
   

  	
  Chicago,
  Illinois 60601

  
	
   

  	
   

  	
  Attn:

  	
  Robert J. Rudnik

  
	
   

  	
   

  	
  Facsimile:

  	
  (312) 917-8442

  
	
   

  	
   

  	
   

  	
   

  
					



 


15.           Non-Recourse
to Individuals.  Notwithstanding any
other provision of this Guaranty or any other Loan Documents, recourse shall
not be made to any of the individual officers, directors, partners,
shareholders, owners, agents or representatives of any Borrower or any
Guarantor who are natural persons (the “Individuals”), except to the extent of
their respective interests in partnership property; provided, however,
that this limitation of liability shall not reduce the liability that any
Individual may otherwise have with respect to any liability, damage, loss,
costs or expenses arising out of fraud or intentional misrepresentation by any
Individual.


 


[signature
page follows]


 


8

















 


                IN WITNESS
WHEREOF, Guarantors have caused this Guaranty to be executed as of the day and
year first above written.


 




	
   

  	
  PRIME GROUP LIMITED
  PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Michael
  W. Reschke

  
	
   

  	
   

  	
   

  	
  Managing
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PRIME GROUP II, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  PGLP, INC.,

  
	
   

  	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Michael
  W. Reschke

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PGLP,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Michael
  W. Reschke

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PRIME
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Michael
  W. Reschke

  
	
   

  	
   

  	
   

  	
  President

  






 


 


 


9

















 


                IN WITNESS
WHEREOF, Guarantors have caused this Guaranty to be executed as of the day and
year first above written.


 




	
   

  	
   

  	
   

  	
  THE
  PRIME GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						






 


 


 


10

















 


ACKNOWLEDGED AND AGREED:


 


HORIZON GROUP
PROPERTIES, INC.


 


 


 




	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  






 


 


 


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