LIMITED LIABILITY COMPANY AGREEMENT OF S/C ORLANDO DEVELOPMENT LLCLimited Liability Company Agreement • March 26th, 1999 • Chelsea Gca Realty Inc • Real estate investment trusts • Delaware
AMONG CHELSEA GCA REALTY PARTNERSHIP, L.P., A DELAWARE LIMITED PARTNERSHIP, AS BORROWER, ANDCredit Agreement • March 26th, 1999 • Chelsea Gca Realty Inc • Real estate investment trusts • Massachusetts
WITNESSETH:Contribution Agreement • March 10th, 2000 • Chelsea Gca Realty Inc • Real estate investment trusts • Delaware
AMONG CHELSEA GCA REALTY PARTNERSHIP, L.P., A DELAWARE LIMITED PARTNERSHIP, AS BORROWER, ANDCredit Agreement • March 25th, 1997 • Chelsea Gca Realty Inc • Real estate investment trusts • Massachusetts
amongRegistration Rights Agreement • December 18th, 1997 • Chelsea Gca Realty Inc • Real estate investment trusts • New York
RECITALS:Limited Partnership Agreement • March 26th, 1999 • Chelsea Gca Realty Inc • Real estate investment trusts • Florida
VOTING AGREEMENTVoting Agreement • June 22nd, 2004 • Chelsea Property Group Inc • Real estate investment trusts
AGREEMENTAgreement • March 26th, 1999 • Chelsea Gca Realty Inc • Real estate investment trusts • Delaware
Exhibit 1 REMARKETING AGREEMENT REMARKETING AGREEMENT, dated as of October 18, 1996 (the "Remarketing Agreement"), by and between Chelsea GCA Realty Partnership, L.P. (the "Company") and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith...Remarketing Agreement • October 24th, 1996 • Chelsea Gca Realty Inc • Real estate investment trusts • New York
CHELSEA GCA REALTY PARTNERSHIP, L.P. ISSUER AND CHELSEA GCA REALTY, INC. GUARANTOR TO STATE STREET BANK AND TRUST COMPANY TRUSTEEChelsea Gca Realty Inc • October 24th, 1996 • Real estate investment trusts • New York
AMENDMENT NO. 2 TO AGREEMENT OF LIMITED PARTNERSHIP OF CHELSEA GCA REALTY PARTNERSHIP, L.P.Chelsea Gca Realty Inc • March 30th, 1998 • Real estate investment trusts
CHELSEA PROPERTY GROUP, INC. DOCS® Financing Program 500,000 Shares of Common Stock, $0.01 par value SALES AGREEMENT April 19, 2002Sales Agreement • April 22nd, 2002 • Chelsea Property Group Inc • Real estate investment trusts • New York
THIS SALES AGREEMENT (the “Agreement”) dated as of April 19, 2002 between Brinson Patrick Securities Corporation, having its principal office at 330 Madison Avenue, 9th Floor, New York, New York 10017 (the “Sales Manager”) and Chelsea Property Group, Inc., a corporation organized and existing under the laws of the State of Maryland (the “Company”).
AMONG CHELSEA GCA REALTY PARTNERSHIP, L.P., A DELAWARE LIMITED PARTNERSHIP, AS BORROWER, AND BANKBOSTON, N.A. NATIONSBANK, N.A., SYNDICATION AGENT, COMMERZBANK AG, KEYBANK NATIONAL ASSOCIATION, PNC BANK, TOGETHER WITH THOSE ASSIGNEES BECOMING PARTIES...Term Loan Agreement • March 26th, 1999 • Chelsea Gca Realty Inc • Real estate investment trusts • Massachusetts
Exhibit 10.5Stock Subscription Agreement • March 30th, 1998 • Chelsea Gca Realty Inc • Real estate investment trusts • Maryland
AMENDED AND RESTATED CREDIT AGREEMENT AMONG CPG PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP, AS BORROWER, AND FLEET NATIONAL BANK TOGETHER WITH THOSE LENDERS NAMED ON THE SIGNATURE PAGES HERETO AND ASSIGNEES BECOMING PARTIES HERETO PURSUANT TO...Credit Agreement • November 13th, 2002 • Chelsea Property Group Inc • Real estate investment trusts • Massachusetts
JOINT VENTURE AGREEMENT AMONG CHELSEA GCA REALTY PARTNERSHIP, L.P. MITSUBISHI ESTATE CO., LTD. NISSHO IWAI CORPORATION June 16, 1999 JOINT VENTURE AGREEMENTJoint Venture Agreement • September 20th, 2000 • Chelsea Gca Realty Inc • Real estate investment trusts
THIS JOINT VENTURE AGREEMENT (“Agreement”) is entered into as of June 16, 1999, by and among CHELSEA GCA REALTY PARTNERSHIP, L.P., a Delaware limited partnership (“Chelsea”), MITSUBISHI ESTATE CO., LTD., a Japanese corporation (“Mitsubishi”) and NISSHO IWAI CORPORATION, a Japanese corporation (“Nissho”). Mitsubishi, Nissho and Chelsea and any other persons or entities who shall in the future execute and deliver this Agreement pursuant to the provisions hereof shall hereinafter collectively be referred to as the “Parties” and individually as a “Party”.
November 17, 1997 Mr. Robert Frommer Dear Bob: This letter agreement sets forth the understanding between us with respect to our engagement of you as a consultant to us. You agree to act as our consultant upon the following terms and conditions: 1....Chelsea Gca Realty Inc • March 30th, 1998 • Real estate investment trusts • New Jersey
TERM SHEET--CONVERTIBLE PERPETUAL PREFERRED OFFERING -------------------------- ------------------------------------------------------ Issuer.............................. Simon Property Group, Inc. / Simon Property Group, L.P. Gross...Chelsea Property Group Inc • June 22nd, 2004 • Real estate investment trusts
Issuer.............................. Simon Property Group, Inc. / Simon Property Group, L.P. Gross Proceeds...................... [$935 million] Maturity............................ Perpetual Dividends........................... 6.00%, payable quarterly in arrears. Dividends are cumulative from the date of initial issue Liquidation Preference.............. $50 per share of preferred stock Strike Price........................ Initially equal to $63.86 (25% conversion premium) Ranking ............................ The Convertible Preferred Stock will rank senior to Issuer common stock, and on parity with other outstanding shares of Issuer Preferred Stock, with respect to payment of dividends and the distribution of assets in the event of liquidation, dissolution or winding up Expected Ratings.................... [Baa3/BBB-] Contingent Conversion Rights........ Conditions for Conversion are: |X| Contingent Conversion Trigger initially equal to $79.83 (125% of the conversion price per share
F/C ACQUISITION HOLDINGS LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 22, 2000Limited Liability Company Agreement • January 8th, 2001 • Chelsea Gca Realty Inc • Real estate investment trusts • Delaware
AGREEMENT FOR PURCHASE AND SALEAgreement for Purchase and Sale • August 13th, 2003 • Chelsea Property Group Inc • Real estate investment trusts • Nevada
THIS AGREEMENT FOR PURCHASE AND SALE ("Agreement") is made as of May __, 2003 ("Effective Date") between LAS VEGAS OUTLET WORLD, LTD. ("LVOW") a Florida limited partnership and MEMPHIS OUTLET WORLD, LTD. ("MOW"), a Florida limited partnership (collectively, the "Seller"), with offices at c/o Estein & Associates USA, Ltd., 5211 International Drive, Orlando, Florida 32819 and CPG PARTNERS, L.P., a Delaware limited partnership, ("Buyer") with offices at 103 Eisenhower Parkway, Roseland, NJ 07068.
SUBSCRIPTION AGREEMENT BY AND AMONG WCC ASSOCIATES, KM HALAWA PARTNERS AND CHELSEA GCA REALTY PARTNERSHIP, L.P.Subscription Agreement • April 11th, 1997 • Chelsea Gca Realty Inc • Real estate investment trusts • Hawaii
AGREEMENT FOR PURCHASE AND SALE BY AND BETWEEN FINGER LAKES OUTLET CENTER, L.L.C., THE PRIME OUTLETS AT MICHIGAN CITY LIMITED PARTNERSHIP, THE PRIME OUTLETS AT GILROY LIMITED PARTNERSHIP AND OUTLET VILLAGE OF KITTERY LIMITED PARTNERSHIP AS SELLER AND...Agreement for Purchase and Sale • January 8th, 2001 • Chelsea Gca Realty Inc • Real estate investment trusts • New York
THIS AGREEMENT FOR PURCHASE AND SALE ("Agreement") is made and entered into as of December 22, 2000 ("Closing Date") by and between Finger Lakes Outlet Center, L.L.C., a Delaware limited liability company (the "Finger Lakes Seller"), The Prime Outlets at Michigan City Limited Partnership, a Delaware limited partnership (the "Michigan City Seller #1"), The Prime Outlets at Gilroy Limited Partnership, a Delaware limited partnership (the "Gilroy Seller") and Outlet Village of Kittery Limited Partnership, a Delaware limited partnership (the "Kittery Seller", together with the Finger Lakes Seller, the Michigan Seller and the Gilroy Seller shall collectively be referred to herein as "Seller") and F/C Waterloo Development LLC, a Delaware limited liability company (the "Finger Lakes Buyer"), F/C Michigan City Development LLC, a Delaware limited liability company (the "Michigan City Buyer"), F/C Gilroy Development LLC, a Delaware limited liability company (the "Gilroy Buyer"), F/C Kittery Devel
PURCHASE AGREEMENT BY AND AMONG NEW PLAN EXCEL REALTY TRUST, INC. AND NEW PLAN FACTORY MALLS, INC., as Seller, AND CPG PARTNERS, L.P., as Purchaser Dated as of November 11, 2002Purchase Agreement • January 3rd, 2003 • Chelsea Property Group Inc • Real estate investment trusts • New York
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of June 20, 2004,Agreement and Plan of Merger • June 22nd, 2004 • Chelsea Property Group Inc • Real estate investment trusts • Maryland
TERM LOAN AGREEMENT AMONG CPG PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP, AS BORROWER, AND WACHOVIA BANK, NATIONAL ASSOCIATION TOGETHER WITH ASSIGNEES BECOMING PARTIES HERETO PURSUANT TO SECTION 11.12, AS LENDERS, AND WACHOVIA BANK, NATIONAL...Term Loan Agreement • August 13th, 2003 • Chelsea Property Group Inc • Real estate investment trusts • New York
AGREEMENT FOR SALEAgreement for Sale • October 1st, 2001 • Chelsea Property Group Inc • Real estate investment trusts • New York
THIS AGREEMENT FOR SALE ("Agreement") is dated as of July 12, 2001 (the "Effective Date"), by and between CPG PARTNERS, L.P., a Delaware limited partnership ("Buyer"), and KONOVER PROPERTY TRUST, INC., a Maryland corporation ("Konover"), KPT PROPERTIES, L.P., a Delaware limited partnership ("KPT"), KPT REMIC LOAN LLC, a Delaware limited liability company ("REMIC"), KPT MORTGAGE LLC, a Delaware limited liability company ("KPT Mortgage"), and SMITHFIELD KPT LLC, a Delaware limited liability company ("Smithfield") (individually, a "Seller", and collectively, "Sellers").
