CP LIMITED PARTNERSHIP CHATEAU COMMUNITIES, INC. and ROC COMMUNITIES, INC. 7.52% Senior Notes, Series A, due November 4, 2003 and 8.30% Senior Notes, Series B, due October 1, 2021Note Purchase Agreement • December 21st, 2001 • Chateau Communities Inc • Real estate investment trusts • New York
R E C I T A L S:Agreement and Plan of Merger • February 26th, 1997 • Chateau Properties Inc • Real estate investment trusts
LOAN AGREEMENT dated as ofLoan Agreement • February 21st, 1997 • Chateau Properties Inc • Real estate investment trusts • Ohio
TABLE OF CONTENTSContribution Agreement • December 24th, 1996 • Chateau Properties Inc • Real estate investment trusts • Maryland
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of February 11, 1997, by and between CHATEAU PROPERTIES, INC., a Maryland corporation (hereinafter referred to as the "COMPANY"), and C.G. Kellogg (hereinafter referred to as the "EXECUTIVE")....Employment Agreement • May 15th, 1997 • Chateau Properties Inc • Real estate investment trusts • Colorado
ITEM 99.2Credit Agreement • August 20th, 2001 • Chateau Communities Inc • Real estate investment trusts • Illinois
EXHIBIT 10.2 OFFICE LEASE THIS LEASE made this 1st day of January, 2001, by and between CENTRE BUILDING COMPANY, a Michigan partnership, whose address is Suite 1, 18645 Canal Road, Clinton Township, Michigan 48038, hereinafter referred to as "Lessor",...Office Lease • March 28th, 2001 • Chateau Communities Inc • Real estate investment trusts
WITNESSETH:Agreement • November 4th, 1996 • Chateau Properties Inc • Real estate investment trusts • Michigan
INVESTMENT AGREEMENT BY AND BETWEEN CHATEAU COMMUNITIES, INC. and WINDSOR REAL ESTATE INVESTMENT TRUST 8 DATED AS OF MARCH 30, 1998Investment Agreement • December 24th, 1998 • Chateau Communities Inc • Real estate investment trusts • California
1 Exhibit 1.1 CHATEAU COMMUNITIES, INC. 2,000,000 Shares of Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT February 10, 1998 PAINEWEBBER INCORPORATED A.G. EDWARDS & SONS, INC. c/o PaineWebber Incorporated 1285 Avenue of the Americas New York,...Chateau Communities Inc • February 10th, 1998 • Real estate investment trusts • New York
AMONG CP LIMITED PARTNERSHIP, AS BORROWER AND BANK ONE, NA AND THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, AS LENDERS AND BANK ONE, NA, AS ADMINISTRATIVE AGENT ANDCredit Agreement • March 31st, 2003 • Chateau Communities Inc • Real estate investment trusts • Illinois
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 24th, 1996 • Chateau Properties Inc • Real estate investment trusts • Maryland
WITNESSETH:Chateau Properties Inc • December 24th, 1996 • Real estate investment trusts • Maryland
Exhibit A MORTGAGE NOTEChateau Communities Inc • December 24th, 1998 • Real estate investment trusts
ARTICLE ONEIndenture • December 23rd, 1997 • Chateau Communities Inc • Real estate investment trusts • New York
Issuer TO [TRUSTEE] TrusteeChateau Communities Inc • August 8th, 1997 • Real estate investment trusts • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of February 11, 1997, by and between CHATEAU PROPERTIES, INC., a Maryland corporation (hereinafter referred to as the "COMPANY"), and Rees F. Davis, Jr. (hereinafter referred to as the "EXECUTIVE")....Employment Agreement • May 15th, 1997 • Chateau Properties Inc • Real estate investment trusts • Colorado
ANDChateau Communities Inc • December 23rd, 1997 • Real estate investment trusts • New York
Exhibit 99.5 [FORM OF SEVERANCE PROTECTION AGREEMENT] THIS AGREEMENT made as of the day of September, 1996, by and between Chateau Properties, Inc. (the "Company") and ____________ (the "Executive"). WHEREAS, the Board of Directors of the Company (the...Severance Protection Agreement • November 4th, 1996 • Chateau Properties Inc • Real estate investment trusts • Michigan
WITNESSETH:Chateau Communities Inc • March 23rd, 1998 • Real estate investment trusts • Maryland
EXHIBIT 3 FORM OF VOTING AGREEMENT This Voting Agreement (this "Agreement"), dated as of May 29, 2003, between ("Holder") and Hometown America, LLC, a Delaware limited liability company ("Purchaser"). WHEREAS, Purchaser and Chateau Communities, Inc.,...Form of Voting Agreement • June 9th, 2003 • Chateau Communities Inc • Real estate investment trusts • Maryland
ITEM 2.1Agreement and Plan of Merger • August 20th, 2001 • Chateau Communities Inc • Real estate investment trusts • Maryland
HOMETOWN AMERICA, L.L.C. LOAN TO CP LIMITED PARTNERSHIP CHATEAU COMMUNITIES, INC. TERM SHEET June 26, 2003Confidential - • June 27th, 2003 • Chateau Communities Inc • Real estate investment trusts
THIS TERM SHEET IS INTENDED AS A PROPOSAL BY HOMETOWN AMERICA, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("HOMETOWN") TO MAKE A LOAN (THE "LOAN") TO CP LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, AND CERTAIN OF ITS SUBSIDIARIES (COLLECTIVELY, "BORROWER"), CHATEAU COMMUNITIES, INC., A MARYLAND CORPORATION, AND ROC COMMUNITIES, INC., A MARYLAND CORPORATION (COLLECTIVELY, THE "GUARANTORS") AND NOT A COMMITMENT TO LEND. NO PARTY WILL HAVE ANY COMMITMENT OR OBLIGATION HEREUNDER UNLESS AND UNTIL BORROWER, THE GUARANTORS AND LENDER (AS DEFINED HEREIN) COUNTERSIGN THIS TERM SHEET ON BEHALF OF IT AND ITS RESPECTIVE SUBSIDIARIES AND AFFILIATES. THIS TERM SHEET DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS AND PROVISIONS TO BE MUTUALLY AGREED UPON AND CONTAINED IN DEFINITIVE DOCUMENTATION FOR THIS TRANSACTION AS DESCRIBED BELOW.
Exhibit 10.14 March 6, 1998 Mr. Steven Sherwood Clayton, Williams &. Sherwood, Inc. 800 Newport Center Drive, Suite 400 Newport Beach, CA Dear Steven: Re: Development Opportunities CWS COMMUNITIES LP, a Delaware Limited partnership. (the "Company),...Holdback Agreement • March 31st, 2003 • Chateau Communities Inc • Real estate investment trusts
RECITALSAmended and Restated Agreement and Plan of Merger • November 4th, 1996 • Chateau Properties Inc • Real estate investment trusts • Maryland
NON-INVESTMENT LOAN Third Amended and Restated Non-Investment Loan Agreement THIS THIRD AMENDED AND RESTATED NON-INVESTMENT LOAN AGREEMENT, dated as of August 2, 2001, is entered into between [ ], in his individual capacity, (the "Borrower"), and CWS...Non-Investment Loan Agreement • August 20th, 2001 • Chateau Communities Inc • Real estate investment trusts • Illinois
EXHIBIT 10.13 Tax Related Agreement This agreement ("Agreement") is entered into as of March 6, 1998 among CWS Communities LP, a Delaware limited partnership, the individuals and entities having executed this Agreement on the signature pages hereto...Tax Related Agreement • March 31st, 2003 • Chateau Communities Inc • Real estate investment trusts • Maryland
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 29, 2003Agreement and Plan of Merger • June 9th, 2003 • Chateau Communities Inc • Real estate investment trusts • Maryland
1 EXHIBIT 4.7 REMARKETING AGREEMENT REMARKETING AGREEMENT, dated as of December 23, 1997 (the "Remarketing Agreement"), among CP Limited Partnership, a Maryland Limited Partnership (the "Operating Partnership"), Chateau Communities, Inc., a Maryland...Remarketing Agreement • December 23rd, 1997 • Chateau Communities Inc • Real estate investment trusts • New York
PRIVILEGED AND CONFIDENTIAL CHATEAU COMMUNITIES, INC. 6160 SOUTH SYRACUSE WAY GREENWOOD VILLAGE, COLORADO 80111 (303) 874-3320 Hometown America, L.L.C. 150 North Wacker Drive, Suite 800 Chicago, Illinois 60606 Attention: Thomas J. Coorsh June 26, 2003...Chateau Communities Inc • June 27th, 2003 • Real estate investment trusts
We refer to the Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated as of May 29, 2003, by and among Hometown America, L.L.C. ("PURCHASER"), Hometown America Holdings, L.L.C. ("PARENT," and with Purchaser, "HOMETOWN"), CP Limited Partnership ("CHATEAU OP"), Chateau Communities, Inc. (the "REIT") and ROC Communities, Inc. ("ROC," and with Chateau OP and the REIT, "CHATEAU"). Terms used but not defined in this letter agreement have the respective meanings ascribed to such terms in the Merger Agreement (including the Disclosure Letter).
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 29, 2003 BY AND AMONG HOMETOWN AMERICA, L.L.C., HOMETOWN AMERICA HOLDINGS, L.L.C., CP LIMITED PARTNERSHIP, CHATEAU COMMUNITIES, INC. AND ROC COMMUNITIES, INC.Agreement and Plan of Merger • May 30th, 2003 • Chateau Communities Inc • Real estate investment trusts • Maryland
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 29, 2003, by and among HOMETOWN AMERICA, L.L.C., a Delaware limited liability company (“Purchaser”), HOMETOWN AMERICA HOLDINGS, L.L.C., a Delaware limited liability company and a member of Purchaser (“Parent“), CP LIMITED PARTNERSHIP, a Maryland limited partnership (“Chateau OP”), CHATEAU COMMUNITIES, INC., a Maryland corporation and a general partner of Chateau OP (“Chateau”), and ROC COMMUNITIES, INC., a Maryland corporation and the other general partner of Chateau OP (“ROC”).
BY AND AMONGTransaction Agreement • October 17th, 2003 • Chateau Communities Inc • Real estate investment trusts • New York
1 EXHIBIT 1.1 CHATEAU COMMUNITIES, INC. CP LIMITED PARTNERSHIP UNDERWRITING AGREEMENT 2 Table of Contents SECTION 1. Representations and Warranties................................. 4 (a) Representations and Warranties by the Company and the Operating...Terms Agreement • December 23rd, 1997 • Chateau Communities Inc • Real estate investment trusts • New York
ITEM 99.3 [__________________] INVESTMENT LOAN Third Amended and Restated Investment Loan Agreement THIS THIRD AMENDED AND RESTATED INVESTMENT LOAN AGREEMENT, dated as of August 2, 2001, is entered into between [ ], in his individual capacity, (the...Investment Pledge Agreement • August 20th, 2001 • Chateau Communities Inc • Real estate investment trusts • Illinois
