PRIME RETAIL INC/BD/
EX-10.46 FIRST AMENDMENT TO LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex1046.txt
<DESCRIPTION>EX-10.46 FIRST AMENDMENT TO LOAN AGREEMENT
<TEXT>
                                    Ex-10.46

                        FIRST AMENDMENT TO LOAN AGREEMENT

     THIS FIRST AMENDMENT TO LOAN AGREEMENT  ("Amendment") is made as of January
11,  2002  ("First  Amendment  Date") by and  between  FRIT PRT  LENDING  LLC, a
Delaware limited liability company  ("Lender"),  PRIME RETAIL,  L.P., a Delaware
limited  partnership,  having an office at 100 East Pratt  Street,  19th  Floor,
Baltimore,  Maryland 21202  ("Borrower"),  OUTLET VILLAGE OF HAGERSTOWN  LIMITED
PARTNERSHIP, a Delaware limited partnership,  having an office at 100 East Pratt
Street,  19th  Floor,  Baltimore,  Maryland  21202  ("Hagerstown  LP") and PRIME
HAGERSTOWN LAND, L.L.C., a Delaware limited liability company,  having an office
at 100 East Pratt Street,  19th Floor,  Baltimore,  Maryland 21202  ("Hagerstown
Land").

                              W I T N E S S E T H:

     WHEREAS, Lender and Borrower have entered into that certain Loan Agreement,
dated as of December 22, 2000 (the "Original Loan Agreement",  and as amended by
this Amendment,  the "Loan Agreement"),  providing for a loan to Borrower in the
original amount of $90,000,000.00 (the "Loan");

     WHEREAS,  Borrower has requested that Lender release certain collateral, as
more particularly  described  herein,  and to terminate all of the Hagerstown LP
Obligations (as hereinafter defined) under the Loan Documents;

     WHEREAS,  Lender has agreed to release such  collateral  and  terminate the
obligations of Hagerstown LP under the Loan  Documents,  in accordance  with and
subject to satisfaction of the terms and conditions hereinafter set forth.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained,  the parties hereto amend the Loan Agreement, and covenant and agree,
as follows:

     1. Defined  Terms.  Terms used herein and not defined herein shall have the
meanings  provided  therefor  in  the  Original  Loan  Agreement.  In  addition,
references  in this  Amendment to the  "Hagerstown  Escrow Funds" shall mean and
refer to the funds in the "Escrow Account" and the "Project  Account" as defined
and referred to in that certain  Modification  Agreement dated as of January 11,
2002, by and among  Mercantile-Safe  Deposit and Trust Company  ("Merc"),  Prime
Retail Finance VI, L.L.C.  ("Finance  VI"),  Hagerstown LP, Prime Retail,  L.P.,
Hagerstown Outlets,  L.L.C.,  Hagerstown Land and Hagerstown Outlets Subsidiary,
L.L.C.

     2. Hagerstown  Collateral Release.  Effective as of the date hereof, Lender
agrees:  (i) to release and hereby releases the pledge of partnership  interests
in  Hagerstown  LP made by Borrower  and Prime  Retail,  Inc.  pursuant to those
certain  Partnership and Membership Pledge and Security  Agreements  executed by
Borrower and Prime Retail, Inc., respectively, and each dated December 22, 2000;
(ii)  to  release  and  hereby  releases  the  pledge  of all of the  membership
interests  in  Finance  VI made  by  Hagerstown  LP  pursuant  to  that  certain
Membership Interest Pledge and Security Agreement dated December 22, 2000; (iii)
to release from the Hagerstown  Third Mortgage all real property  except for the
three  outparcels which are being conveyed from Hagerstown LP to Hagerstown Land
as of the date hereof; and (iv) to file of record such financing  statements and
other documents as may be required to reflect the foregoing releases, amendments
and terminations.  Lender,  Hagerstown LP and Borrower agree that the Hagerstown
Escrow  Funds  shall be  disbursed  to Lender and  treated as  additional  Asset
Disposition Net Proceeds under the Loan Agreement,  applied to pay down the Loan
and the  Additional  Fee  associated  therewith,  and Lender,  Hagerstown LP and
Borrower shall and hereby do direct Merc to transfer such funds accordingly:
<PAGE>
     3.  Termination  of  Hagerstown  LP  Obligations.  Effective as of the date
hereof,  Hagerstown LP shall have no further  obligations  under any of the Loan
Documents,  including, without limitation, those specified on Exhibit A attached
hereto.  Notwithstanding the foregoing release of Hagerstown LP, it is expressly
understood and agreed that the  obligations of all parties to the Loan Documents
other than Hagerstown LP shall remain in full force and respect.

     4. BRWH Pledge.  Borrower  hereby agrees to use all  reasonable  efforts to
obtain,  no later  than  sixty  days from the date  hereof,  the  consent of the
following  parties  in order to permit the pledge to Lender of all of the rights
to operating, non-operating and other distributions as and when made arising out
of the joint venture interests held by BRWH, L.L.C. in Triple Outlet World Joint
Venture,  a Florida Joint  Venture  ("BRWH  Pledge"),  but not any other voting,
consent or (unless  otherwise  approved  by the other  joint  venterer in Triple
Outlet World Joint  Venture)  other rights,  and upon  obtaining such consent to
grant to Lender the BRWH Pledge in  Lender's  form as further  security  for the
Loan:  (i) the  holder(s) of the mortgage  loan(s) made to Birch Run Outlets II,
L.L.C.  on or about  August 16,  2001;  and (ii) the  holder(s)  of the mortgage
loan(s) made to Williamsburg Outlets,  L.L.C. (as evidenced by the deed of trust
most recently  amended on or about October 19, 2001).  Borrower hereby agrees to
use all  reasonable  efforts to  obtain,  no later than sixty days from the date
hereof,  the consent of the holder(s) of the mortgage  loan(s) made to Birch Run
Outlets  II,  L.L.C.  on or  about  August  16,  2001 to the  pledge  of the 99%
non-managing  membership interest held by the Borrower in BRWH, L.L.C (the "BRWH
Membership Pledge"), and upon obtaining such consent to grant to Lender the BRWH
Membership  Pledge in Lender's form as further  security for the Loan.  Borrower
hereby represents and warrants to Lender that no other consents, excepting those
previously obtained or obtained  simultaneously  herewith,  are required for the
BRWH Pledge, the BRWH Membership Pledge or the enforcement thereof.

<PAGE>
     5.  Joinder  and  Assumption.   Hagerstown  Land  shall  be  an  additional
Subsidiary  Guarantor,  Expanded  Property Owner and Loan Party for all purposes
under the Loan Agreement and the other Loan  Documents.  Hagerstown  Land hereby
absolutely and  unconditionally (i) joins as and becomes a party to the Guaranty
and the Loan Agreement,  becoming a party to the Guaranty and the Loan Agreement
as an additional  Guarantor  thereunder,  (ii) assumes, as the joint and several
obligation of Hagerstown Land and each other Guarantor signatory thereto, all of
the  obligations,  liabilities  and  indemnities  of each  Guarantor  under  the
Guaranty and the Loan  Agreement,  and (iii) covenants and agrees to be bound by
and  adhere  to  all  of  the  terms,  representations,  warranties,  covenants,
agreements  and  conditions  contained in the Guaranty and, with respect to each
Guarantor,  under the Loan Agreement.  Hagerstown Land further hereby absolutely
and  unconditionally  (a)  joins as and  becomes  a party  to the  Environmental
Indemnity,  becoming a party to the  Environmental  Indemnity  as an  additional
Indemnitor (as defined in the Environmental Indemnity) thereunder,  (b) assumes,
as the joint and several obligation of Hagerstown Land and each other Indemnitor
signatory thereto,  all of the obligations,  liabilities and indemnities of each
Indemnitor under the Environmental Indemnity, and (c) covenants and agrees to be
bound by and adhere to all of the terms, representations, warranties, covenants,
agreements and conditions contained in the Environmental  Indemnity.  Hagerstown
Land further hereby  absolutely and  unconditionally  (1) joins as and becomes a
party to the Omnibus Cash Flow Pledge Agreement, becoming a party to the Omnibus
Cash Flow Pledge Agreement as an additional  Assignor (as defined in the Omnibus
Cash Flow Pledge Agreement)  thereunder,  (2) assumes,  as the joint and several
obligation of Hagerstown Land and each other Assignor signatory thereto,  all of
the obligations,  liabilities and indemnities of each Assignor under the Omnibus
Cash Flow  Pledge  Agreement,  and (3)  covenants  and agrees to be bound by and
adhere to all of the terms, representations,  warranties,  covenants, agreements
and conditions  contained in the Omnibus Cash Flow Pledge Agreement.  Hagerstown
Land further hereby  absolutely and  unconditionally  (X) joins as and becomes a
party to the Omnibus Negative Pledge Agreement,  becoming a party to the Omnibus
Negative Pledge  Agreement as an additional  Negative Pledgor (as defined in the
Omnibus Negative Pledge  Agreement)  thereunder,  (Y) assumes,  as the joint and
several  obligation of Hagerstown Land and each other Negative Pledgor signatory
thereto,  all of the  obligations,  liabilities and indemnities of each Negative
Pledgor  under the Omnibus  Negative  Pledge  Agreement,  and (Z)  covenants and
agrees  to be  bound  by  and  adhere  to all  of  the  terms,  representations,
warranties,  covenants,  agreements  and  conditions  contained  in the  Omnibus
Negative Pledge  Agreement.  Hagerstown Land hereby represents and warrants that
each of the  representations  and  warranties  contained in the Loan  Agreement,
Guaranty,  Environmental  Indemnity,  Omnibus  Cash Flow  Pledge  Agreement  and
Omnibus Negative Pledge Agreement  (collectively,  the "Joinder Loan Documents")
are true and correct as to Hagerstown Land. Nothing contained herein is intended
to or shall  limit,  impair,  terminate or revoke the  obligations  of any other
party to the Joinder Loan Documents (other than with respect to Hagerstown LP as
set forth above),  and such obligations  shall continue in full force and effect
in accordance with the terms and provisions of the Joinder Loan Documents.

     6. Loan  Documents.  This  Amendment and all of the  documents  executed in
connection herewith shall constitute Loan Documents.

     7. Ratification. All of the representations and warranties set forth in the
Loan Documents are true and correct as of the date hereof as if made on the date
hereof.  The Loan Agreement (as amended hereby) and the other Loan Documents are
hereby ratified and remain in full force and effect.

     8. Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate  counterparts,  each
of which when so  executed  shall be deemed to be an  original  and all of which
taken together shall constitute one and the same agreement.

     9. Governing Law. This Amendment shall be governed by the laws of the State
of New York.
<PAGE>
                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers, thereunto duly
authorized, as of the date first above written.


                               LENDER:


                               FRIT PRT LENDING LLC,
                               a Delaware limited liability company


                               By:  ____________________________________________

                               Name:  __________________________________________
                               Title: Authorized Signatory
<PAGE>
The  undersigned  Assignee and Co-Lender  hereby  consents to and authorizes the
execution  and  delivery  of  the  foregoing   Amendment  and  the  transactions
referenced therein.



                               GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
                               a Delaware corporation


                               By:  ____________________________________________

                               Name:  __________________________________________
                               Title: Authorized Signatory
<PAGE>
                               BORROWER:

                               PRIME RETAIL, L.P.,
                               a Delaware limited partnership

                               By: PRIME RETAIL, INC.,
                                   its general partner

                               By:  ____________________________________________
                               Name:
                               Title:


                               HAGERSTOWN LP:

                               OUTLET VILLAGE OF HAGERSTOWN LIMITED PARTNERSHIP,
                               a Delaware limited partnership

                               By:  Triple Outlet World Joint Venture,
                                    its sole member,

                               By: BRWH, L.L.C., venturer

                               By:  PRIME RETAIL, L.P.,
                                    managing member

                               By:  Prime Retail, Inc.,
                                    general partner

                               By:  ____________________________________________
                               Name:
                               Title:


                               HAGERSTOWN LAND:

                               PRIME HAGERSTOWN LAND, L.L.C.,
                               a Delaware limited liability company

                               By:  PRIME RETAIL, L.P.,
                               a Delaware limited partnership,
                               its sole member

                               By:  PRIME RETAIL, INC.,
                                    a Maryland corporation,
                                    its general partner

                               By:  ____________________________________________
                               Name:
                               Title:
<PAGE>
                              CONSENT OF GUARANTOR

     The  undersigned,  each being a Guarantor (as defined in the Loan Agreement
referred  to in the  foregoing  Amendment)  and  party  to  certain  other  Loan
Documents  (as  defined  in the  Loan  Agreement  referred  to in the  foregoing
Amendment) do hereby consent to the foregoing  Amendment,  and ratify and affirm
that the Guaranty and such other Loan Documents as have been heretofore executed
by each of the  undersigned  remains in full force and effect for the benefit of
Lender under the Loan Agreement, as amended by the foregoing Amendment.

     IN WITNESS  WHEREOF,  the undersigned have each executed and delivered this
Consent of Guarantor effective as of the date of the foregoing Amendment.

                                   GUARANTORS:



                               PRIME RETAIL, INC.,
                               a Maryland corporation


                               By:  ____________________________________________
                               Name:
                               Title:


                               PRIME RETAIL CAPITAL I, L.L.C.,
                               a Delaware limited liability company


                               PRIME RETAIL, L.P.,
                               a Delaware limited partnership,
                               its managing member

                               By:  PRIME RETAIL INC.,
                                    a Maryland corporation,
                                    its general partner

                               By:  ____________________________________________
                               Name:
                               Title:
<PAGE>
                               PRIME BELLPORT LAND, L.L.C.,
                               a Delaware limited liability company



                               By:  PRIME RETAIL, L.P.,
                                    a Delaware limited partnership,
                                    its managing member

                               By:  PRIME RETAIL INC.,
                                    a Maryland corporation,
                                    its general partner

                               By:  ____________________________________________
                               Name:
                               Title:
<PAGE>
                               PRIME WAREHOUSE ROW LIMITED PARTNERSHIP,
                               an Illinois limited partnership


                               By:  PRIME RETAIL, L.P.,
                                    a Delaware limited partnership,
                                    its general partner


                               By:  PRIME RETAIL, INC.,
                                    a Maryland corporation,
                                    its general partner

                               By:  ____________________________________________
                               Name:
                               Title:



                               SUN COAST FACTORY SHOPS LIMITED PARTNERSHIP,
                               a Delaware limited partnership
                               By:  PRIME RETAIL, L.P.,
                                    a Delaware limited partnership,
                                    its general partner


                               By:  PRIME RETAIL, INC.,
                                    a Maryland corporation,
                                    its general partner

                               By:  ____________________________________________
                               Name:
                               Title:
<PAGE>
                               PRIME OUTLETS AT SAN MARCOS II LIMITED
                               PARTNERSHIP,
                               a Delaware limited partnership

                               By:  PRIME RETAIL, L.P.,
                                    a Delaware limited partnership,
                                    its general partner

                               By:  PRIME RETAIL, INC.,
                                    a Maryland corporation,
                                    its general partner

                               By:  ____________________________________________
                               Name:
                               Title:


                               CHESAPEAKE DEVELOPMENT LIMITED PARTNERSHIP,
                               a Delaware limited partnership


                               By:  PRIME RETAIL, L.P.,
                                    a Delaware limited partnership,
                                    its general partner


                               By:  PRIME RETAIL, INC.,
                                    a Maryland corporation,
                                    its general partner

                               By:  ____________________________________________
                               Name:
                               Title:
<PAGE>
                                    EXHIBIT A



1.      Loan Agreement;

2.      Omnibus Cash Flow Pledge Agreement;

3.      Omnibus Negative Pledge Agreement;

4.      Environmental Indemnity Agreement; and

5.      Guaranty.



All of the above-referenced documents are each dated as of December 22, 2000.

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</DOCUMENT>
