[FORM OF SECOND SUPPLEMENTAL INDENTURE]
CP LIMITED PARTNERSHIP
AND
BANK ONE TRUST COMPANY, N.A.
Trustee
-------------------------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of February 25, 2000
Supplementing the Trust Indenture Dated as of December 19, 1997
-------------------------------
$100,000,000
8.50% Senior Notes due 2005
SUPPLEMENTAL INDENTURE, dated as of the 25th day of February, 2000,
between CP LIMITED PARTNERSHIP, a limited partnership organized and existing
under the laws of the State of Maryland (the "Operating Partnership"), and Bank
One Trust Company, N.A. (as successor in interest to The First National Bank of
Chicago), having its principal corporate trust office in The City of Chicago,
Illinois, as trustee (the "Trustee");
WHEREAS, the Operating Partnership has heretofore executed and
delivered to the Trustee an Indenture, dated as of December 19, 1997 (the
"Original Indenture" and, together with the First Supplemental Indenture, dated
as of December 19, 1997, and this Second Supplemental Indenture, the
"Indenture"), providing for the issuance by the Operating Partnership from time
to time of its unsecured debt securities to be issued in one or more series (in
the Original Indenture and herein called the "Securities"); and
WHEREAS, the Operating Partnership, in the exercise of the power and
authority conferred upon and reserved to it under the provisions of the Original
Indenture, has duly determined to make, execute and deliver to the Trustee this
Second Supplemental Indenture to the Original Indenture in order to establish
the form and terms of, and to provide for the creation and issue of, a series of
Securities designated as the "8.50% Senior Notes due 2005" (the "Senior Notes")
under the Original Indenture in the aggregate principal amount of $100,000,000;
and
WHEREAS, all things necessary to make the Senior Notes, when executed
by the Operating Partnership and authenticated and delivered by the Trustee or
any Authenticating Agent and issued upon the terms and subject to the conditions
hereinafter and in the Indenture set forth against payment therefor, the valid,
binding and legal obligations of the Operating Partnership and to make this
Second Supplemental Indenture a valid, binding and legal agreement of the
Operating Partnership, have been done;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that, in
order to establish the terms of a series of Securities designated as the "8.50%
Senior Notes due 2005", and for and in consideration of the premises and of the
covenants contained in the Original Indenture and in this Second Supplemental
Indenture and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is mutually covenanted and
agreed as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 101. Definitions. Each capitalized term that is used herein and
is defined in the Original Indenture shall have the meaning specified in the
Original Indenture unless such term is otherwise defined herein.
"Acquired Debt" shall mean Debt of a Person (i) existing at the time
such Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case, other than Debt incurred
in connection with, or in contemplation of, such Person becoming a Subsidiary or
such acquisition. Acquired Debt shall be deemed to be incurred on the date of
the related acquisition of assets from any Person or the date the acquired
Person becomes a Subsidiary.
"Adjusted Total Assets" as of any date shall mean the sum of (i)
$281,626,340, (ii) $52,831,381, (iii) the purchase price or cost of any
then-held real estate assets or mortgages receivable acquired (including the
value of any OP Units issued in connection therewith) or real estate assets
developed or capital improvements incurred after the IPO and the amount of any
securities offering proceeds and other proceeds of Debt received after the IPO
and (iv) all other then-held assets of the Operating Partnership acquired after
the IPO (but excluding intangibles and accounts receivable) after eliminating
inter-company accounts and transactions.
"Annual Service Charge" for any period shall mean the maximum amount
which is payable during such period for interest on, and the amortization during
such period of any original issue discount of, Debt of the Operating Partnership
and its Subsidiaries and the amount of dividends which are payable during such
period in respect of any Disqualified Stock.
"Business Day" has the meaning specified in Section 101 of the Original
Indenture.
"Capital Stock" shall mean, with respect to any Person, any capital
stock (including preferred stock), shares, interests, participations or other
ownership interests (however designated) of such Person and any rights (other
than debt securities convertible into or exchangeable for corporate stock),
warrants or options to purchase any thereof.
"Commission" shall mean the United States Securities and Exchange
Commission.
"Common Stock" shall mean the common stock of the Company.
"Company" shall mean Chateau Communities, Inc.
"Consolidated Income Available for Debt Service" for any period shall
mean Earnings from Operations of the Operating Partnership and its Subsidiaries
plus amounts which have been deducted, and minus amounts which have been added,
for the following (without duplication): (i) interest on Debt of the Operating
Partnership and its Subsidiaries; (ii) provision for taxes of the Operating
Partnership and its Subsidiaries based on income; (iii) amortization of debt
discount; (iv) provisions for gains and losses on real estate assets and real
estate depreciation and amortization; (v) the effect of any noncash charge
resulting from a change in accounting principles in determining Earnings from
Operations for such period; and (vi) amortization of deferred charges.
"Debt" of the Operating Partnership or any Subsidiary shall mean any
indebtedness of the Operating `Partnership or any Subsidiary, whether or not
contingent, in respect of (i) money borrowed or evidenced by bonds, notes,
debentures or similar instruments, (ii) indebtedness for borrowed money secured
by any Encumbrance existing on property owned by the Operating Partnership or
any Subsidiary, (iii) the reimbursement obligations, contingent or otherwise, in
connection with any letters of credit actually issued or amounts representing
the balance deferred and unpaid of the purchase price of any property or
services, except any such balance that constitutes an accrued expense or trade
payable, or all conditional sale obligations or obligations under any title
retention agreement, (iv) the principal amount of all obligations of the
Operating Partnership or any Subsidiary with respect to redemption, repayment or
other repurchase of any Disqualified Stock or (v) any lease of property by the
Operating Partnership or any Subsidiary as lessee which is reflected on the
Operating Partnership's consolidated balance sheet as a capitalized lease in
accordance with GAAP, to the extent, in the case of items of indebtedness under
(i) through (iii) above, that any such items (other than letters of credit)
would appear as a liability on the Operating Partnership's consolidated balance
sheet in accordance with GAAP, and also includes, to the extent not otherwise
included, any obligation by the Operating Partnership or any Subsidiary to be
liable for, or to pay, as obligor, guarantor or otherwise (other than for
purposes of collection in the ordinary course of business), Debt of another
Person (other than the Operating Partnership or any Subsidiary). Debt shall be
deemed to be incurred by the Operating Partnership or any Subsidiary whenever
the Operating Partnership or such Subsidiary shall create, assume, guarantee or
otherwise become liable in respect thereof.
"Disqualified Stock" shall mean, with respect to any Person, any
Capital Stock of such Person which by the terms of such Capital Stock (or by the
terms of any security into which it is convertible or for which it is
exchangeable or exercisable), upon the happening of any event or otherwise (i)
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than Capital Stock which is redeemable solely in exchange for
Common Stock), (ii) is convertible into or exchangeable or exercisable for Debt
or Disqualified Stock or (iii) is redeemable at the option of the holder
thereof, in whole or in part (other than Capital Stock which is redeemable
solely in exchange for Common Stock), in each case on or prior to the Stated
Maturity Date of the Senior Notes.
"DTC" has the meaning specified in Section 202 of this Second
Supplemental Indenture.
"DTC Participant" shall mean any person that has an account with DTC
through which Beneficial Owners acquire an interest in the Senior Notes.
"Earnings from Operations" for any period shall mean net earnings
excluding gains and losses on sales of investments, extraordinary items, and
property valuation losses, net as reflected in the financial statements of the
Operating Partnership and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP.
"Encumbrance" shall mean any mortgage, lien, charge, pledge or security
interest of any kind.
"Event of Default" has the meaning specified in Section 101 of the
Original Indenture.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"GAAP" has the meaning specified in Section 101 of the Original
Indenture.
"IPO" shall mean the 1993 initial public offering of the Company.
"Interest Rate to Maturity" shall mean the rate of interest that the
Senior Notes will bear.
"Make-Whole Amount" has the meaning specified in Section 204.
"Operating Partnership" shall mean CP Limited Partnership, a Maryland
limited partnership.
"Optional Redemption Price" has the meaning specified in Section 204.
"OP Units" shall mean units of limited partner interest in the
Operating Partnership.
"Person" has the meaning specified in Section 101 of the Original
Indenture.
"Record Date" has the meaning specified in Section 203 of this Second
Supplemental Indenture.
"Redemption Price" has the meaning specified in Section 204 of this
Second Supplemental Indenture.
"Reinvestment Rate" has the meaning specified in Section 204 of this
Second Supplemental Indenture.
"Security" has the meaning specified in Section 101 of the Original
Indenture.
"Stated Maturity Date" shall mean March 1, 2005.
"Statistical Release" has the meaning specified in Section 204 of this
Second Supplemental Indenture.
"Subsidiary" shall mean, with respect to any Person, any corporation or
other entity of which a majority of (i) the voting power of the voting equity
securities or (ii) the outstanding equity interests are owned, directly or
indirectly, by such Person. For the purposes of this definition, "voting equity
securities" shall mean equity securities having voting power for the election of
directors, whether at all times or only so long as no senior class of security
has such voting power by reason of any contingency.
"Total Unencumbered Assets" shall mean the sum of (i) those
Undepreciated Real Estate Assets not subject to an Encumbrance for borrowed
money and (ii) all other assets of the Operating Partnership and its
Subsidiaries not subject to an Encumbrance for borrowed money determined in
accordance with GAAP (but excluding accounts receivable and intangibles).
"Trustee" shall mean Bank One Trust Company, N.A. (as successor in
interest to The First National Bank of Chicago).
"Undepreciated Real Estate Assets" as of any date shall mean the cost
(original cost plus capital improvements) of real estate assets of the Operating
Partnership and its Subsidiaries on such date, before depreciation and
amortization, determined on a consolidated basis in accordance with GAAP. For
purposes of this definition, the original cost of each real asset owned by the
Operating Partnership and its Subsidiaries as of the closing date of the IPO
shall be determined by reference to each such asset's contribution to the net
operating income of the Operating Partnership as of the closing date of the IPO.
"Unsecured Debt" shall mean Debt which is not secured by any
Encumbrance upon any of the properties of the Operating Partnership or any
Subsidiary.
Section 102. Section References. Each reference to a particular section
set forth in this Second Supplemental Indenture shall, unless the context
otherwise requires, refer to this Second Supplemental Indenture.
ARTICLE TWO
TITLE AND TERMS OF THE SENIOR NOTES
Section 201. Title of the Senior Notes. Pursuant to Section 301 and
Section 901 of the Original Indenture, this Second Supplemental Indenture hereby
establishes a series of Securities designated as the "8.50 % Senior Notes due
2005" of the Operating Partnership. For purposes of the Original Indenture, the
Senior Notes shall constitute a single series of Securities.
Section 202. Amount and Denominations; DTC. The aggregate principal
amount of the Senior Notes that may be issued under this Second Supplemental
Indenture is limited to $100,000,000.
The Senior Notes shall be issuable only in a single fully registered
global note in book-entry form, without coupons, and shall initially be
registered in the name of The Depository Trust Company ("DTC"), or its nominee
who is hereby designated as "Holder" under the Original Indenture. The
authorized denominations of Senior Notes shall be $1,000 and integral multiples
thereof.
Section 203. Principal and Interest. The Senior Notes will bear
interest at a rate of 8.50% per annum from the date of issuance or from the
immediately preceding Interest Payment Date (as defined below) to which interest
has been paid, payable semi-annually in arrears on each March 1 and September 1
(each as "Interest Payment Date"), commencing September 1, 2000, and on the
Stated Maturity Date, to the Holders in whose names the Senior Notes are
registered in the Security Register at the close of business on the date 15
calendar days prior to such Interest Payment Date (each, a "Record Date")
regardless of whether such day is a Business Day. Interest on the Senior Notes
will be computed on the basis of a 360-day year of twelve 30-day months.
Principal on the Notes will be payable to the Holders in whose name the
Senior Notes are registered in the Security Register at the close of business on
the date 15 calendar days prior to the Stated Maturity Date regardless of
whether such day is a Business Day.
If any Interest Payment Date or a Stated Maturity Date falls on a day
that is not a Business Day, the required payment shall be made on the next
Business Day as if it were made on the date such payment was due and no interest
shall accrue on the amount so payable for the period from and after such
Interest Payment Date or Stated Maturity Date, as the case may be.
Section 204. Optional Redemption . The Senior Notes shall be subject to
redemption at the option of the Operating Partnership, in whole or in part, at
any time, and from time to time, at a redemption price equal to the sum of (i)
the principal amount of the Senior Notes being redeemed, plus accrued and unpaid
interest thereon to the redemption date, and (ii) the Make-Whole Amount (as
defined below), if any, with respect to such Senior Notes (the "Redemption
Price"). For purposes of this section, interest shall be calculated at the
Interest Rate to Maturity.
If notice has been given as provided in the Original Indenture and
funds for the redemption of any Senior Notes called for redemption shall have
been made available on the redemption date referred to in such notice, such
Senior Notes shall cease to bear interest on the date fixed for such redemption
specified in such notice and the only right of the Holders from and after the
redemption date shall be to receive payment of the Redemption Price upon
surrender of such Senior Notes in accordance with such notice.
Notice of any optional redemption of any Senior Notes shall be given to
Holders at their addresses, as shown in the security register for the Senior
Notes, not less than 30 nor more than 60 days prior to the date fixed for
redemption. The notice of redemption shall specify, among other items, the
Redemption Price and the principal amount of the Senior Notes held by such
Holder to be redeemed.
If less than all the Senior Notes are to be redeemed at the option of
the Operating Partnership, the Operating Partnership will notify the Trustee at
least 45 days prior to giving notice of redemption (or such shorter period as is
satisfactory to the Trustee) of the aggregate principal amount of the Senior
Notes to be redeemed and their redemption date. The Trustee shall select, pro
rata, by lot or in such manner as it shall deem fair and appropriate, Senior
Notes to be redeemed in whole or in part. Senior Notes may be redeemed in part
in the authorized denomination of $1,000 or in any integral multiple thereof.
As used herein:
"Make-Whole Amount" shall mean, in connection with any optional
redemption of any Senior Notes being so redeemed, the excess, if any, of (i) the
aggregate present value as of the date of such redemption of each dollar of
principal being redeemed and the amount of any interest (exclusive of interest
accrued to the date of redemption) that would have been payable in respect of
each such dollar if such redemption had not been made, determined by
discounting, on a semi-annual basis, such principal and interest at the
applicable Reinvestment Rate (determined on the third Business Day preceding the
date such notice of redemption is given) from the respective dates on which such
principal and interest would have been payable if such redemption had not been
made, over (ii) the aggregate principal amount of the Senior Notes being
redeemed.
"Reinvestment Rate" shall mean 0.25% plus the yield on treasury
securities at a constant maturity for the most recent week under the heading
"Week Ending" published in the most recent Statistical Release under the caption
"Treasury Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of the
principal being redeemed. If no maturity exactly corresponds to such maturity,
yields for the two published maturities most closely corresponding to such
maturity shall be calculated pursuant to the immediately preceding sentence and
the Reinvestment Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding in each of such relevant periods to the nearest
month. For the purpose of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.
"Statistical Release" shall mean the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under the
Indenture, then such other reasonably comparable index which shall be designated
by the Operating Partnership.
Section 205. Form and Other Terms of the Senior Notes. Attached hereto
as Exhibit A is a form of the Senior Notes, which form is hereby established as
the form in which the Senior Notes shall be executed, authenticated and
delivered in accordance with the provisions of, and shall in all respects be
subject to, the terms, conditions and covenants of the Original Indenture and
this Second Supplemental Indenture. All of the terms and provisions set forth in
Exhibit A are incorporated herein by reference.
ARTICLE THREE
ADDITIONAL COVENANTS
With respect to the Senior Notes, the following will be additional
Covenants to follow Section 1009 of the Indenture:
SECTION 1010. Limitations on Amount of Debt that the Operating
Partnership May Incur in Relation to Adjusted Total Assets. The Operating
Partnership shall not, and shall not permit any Subsidiary to, incur any Debt
if, immediately after giving effect to the incurrence of such additional Debt
and the application of the proceeds thereof, the aggregate principal amount of
all outstanding Debt of the Operating Partnership and its Subsidiaries on a
consolidated basis determined in accordance with GAAP is greater than 60% of the
sum of (without duplication) (i) the Adjusted Total Assets of the Operating
Partnership and its Subsidiaries as of the end of the calendar quarter covered
in the Operating Partnership's Annual Report on Form 10-K or Quarterly Report on
Form 10-Q, as the case may be, most recently filed with the Commission (or, if
such filing is not permitted or made under the Exchange Act, with the Trustee)
prior to the incurrence of such additional Debt plus (ii) the increase, if any,
in Adjusted Total Assets from the end of the calendar quarter, including those
proceeds obtained in connection with the incurrence of such additional Debt
minus (iii) the decrease, if any, in the Adjusted Total Assets from the end of
such quarter.
SECTION 1011. Limitations on Amount of Debt Secured by any Encumbrance
that the Operating Partnership May Incur. In addition to the foregoing
limitation on the incurrence of Debt, the Operating Partnership shall not, and
shall not permit any Subsidiary to, incur any Debt secured by any Encumbrance
upon any of the property of the Operating Partnership or any Subsidiary if,
immediately after giving effect to the incurrence of such additional Debt and
the application of the proceeds thereof, the aggregate principal amount of all
outstanding Debt of the Operating Partnership and its Subsidiaries on a
consolidated basis which is secured by any Encumbrance on property of the
Operating Partnership or any Subsidiary is greater than 40% of the sum of
(without duplication) (i) the Adjusted Total Assets of the Operating Partnership
and its Subsidiaries as of the end of the calendar quarter covered in the
Operating Partnership's Annual Report on Form 10-K or Quarterly Report on Form
10-Q, as the case may be, most recently filed with the Commission (or, if such
filing is not permitted under the Exchange Act, with the Trustee) prior to the
incurrence of such additional Debt plus (ii) the increase, if any, in Adjusted
Total Assets from the end of the calendar quarter, including those proceeds
obtained in connection with the incurrence of such additional Debt minus (iii)
the decrease, if any, in the Adjusted Total Assets from the end of such quarter.
SECTION 1012. Ownership of Total Unencumbered Assets. The Operating
Partnership and its Subsidiaries may not at any time own Total Unencumbered
Assets equal to less than 150% of the aggregate outstanding principal amount of
the Unsecured Debt of the Operating Partnership and its Subsidiaries on a
consolidated basis.
SECTION 1013. Limitations on Debt with Respect to the Ratio of
Consolidated Income Available for Debt Service to the Annual Service Charge. The
Operating Partnership shall not, and shall not permit any Subsidiary to, incur
any Debt if the ratio of Consolidated Income Available for Debt Service to the
Annual Service Charge for the four consecutive fiscal quarters most recently
ended prior to the date on which such additional Debt is to be incurred shall
have been less than 1.5:1 on a pro forma basis after giving effect thereto and
to the application of the proceeds therefrom, and calculated on the assumption
that (i) such Debt and any other Debt incurred by the Operating Partnership and
its Subsidiaries since the first day of such four-quarter period and the
application of the proceeds therefrom, including to refinance other Debt, had
occurred at the beginning of such period; (ii) the repayment or retirement of
any other Debt by the Operating Partnership and its Subsidiaries since the first
day of such four-quarter period had been repaid or retired at the beginning of
such period (except that, in making such computation, the amount of Debt under
any revolving credit facility shall be computed based upon the average daily
balance of such Debt during such period); (iii) in the case of Acquired Debt or
Debt incurred in connection with any acquisition since the first day of such
four-quarter period, the related acquisition had occurred as of the first day of
such period with the appropriate adjustments with respect to such acquisition
being included in such pro forma calculation; and (iv) in the case of any
acquisition or disposition by the Operating Partnership or its Subsidiaries of
any asset or group of assets since the first day of such four-quarter period,
whether by merger, stock purchase or sale, or asset purchase or sale, such
acquisition or disposition or any related repayment of Debt had occurred as of
the first day of such period with the appropriate adjustments with respect to
such acquisition or disposition being included in such pro forma calculation.
SECTION 1014. Maintenance of Senior Notes in Book-Entry Form.
Notwithstanding any provision to the contrary set forth in the Original
Indenture, the Operating Partnership shall (i) use its best efforts to maintain
the Senior Notes in book-entry form with DTC or any successor thereto and to
appoint a successor depositary to the extent necessary to maintain the Senior
Notes in book-entry form, and (ii) waive any discretionary right it otherwise
may have under the Original Indenture to cause the Senior Notes to be issued in
certificated form.
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Second Supplemental Indenture or the proper
authorization or the due execution hereof by the Operating Partnership or for or
in respect of the recitals and statements contained herein, all of which
recitals and statements are made solely by the Operating Partnership.
Except as expressly amended hereby, the Indenture shall continue in
full force and effect in accordance with the provisions thereof and the
Indenture and the Indenture is in all respects hereby ratified and confirmed.
This Second Supplemental Indenture and all its provisions shall be deemed a part
of the Indenture in the manner and to the extent herein and therein provided.
This Second Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York. This Second Supplemental
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
CP LIMITED PARTNERSHIP
By: Chateau Communities, Inc., one of its
general partners
By: ________________________________
Name:
Title:
By: ROC Communities, Inc., its other
general partner
By: _______________________________
Name:
Title:
ATTEST:
By: ________________________
(Corporate Seal)
BANK ONE TRUST COMPANY, N.A.
as Trustee
By:_________________________________
Name:
Title:
ATTEST:
By: ________________________
(Corporate Seal)
STATE OF ___________)
: ss.:
COUNTY OF _________)
On the _____ day of ________, 2000 before me personally came
_______________________, to me known, who, being by me duly sworn, did depose
and say that he/she is _________________ of CHATEAU COMMUNITIES, INC., one of
the corporations described in and which executed the foregoing instrument; that
he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and he/she signed his/her name thereto
by like authority.
____________________________________
Notary Public, State of _______
[Notarial Seal]
STATE OF ___________)
: ss.:
COUNTY OF _________)
On the _____ day of ________, 2000 before me personally came
_______________________, to me known, who, being by me duly sworn, did depose
and say that he/she is _________________ of ROC COMMUNITIES, INC., one of the
corporations described in and which executed the foregoing instrument; that
he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and he/she signed his/her name thereto
by like authority.
____________________________________
Notary Public, State of _______
[Notarial Seal]
Exhibit A
[ Form of Face of Senior Note]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("DTC") TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE
TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR
BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
REGISTERED No.: 1 PRINCIPAL AMOUNT:
CUSIP No.: ▇▇▇▇▇▇▇▇▇ $100,000,000
CP LIMITED PARTNERSHIP
8.50% Senior Notes due 2005
ORIGINAL ISSUE DATE: February 25, 2000 STATED MATURITY DATE:
INTEREST RATE: 8.50% March 1, 2005
AUTHORIZED DENOMINATIONS: INTEREST PAYMENT DATE(S):
$1,000 and integral multiples thereof March 1 and September 1
CP LIMITED PARTNERSHIP, a Maryland Limited Partnership (the "Issuer"),
which term includes any successor under the Indenture hereinafter referred to,
for value received, hereby promises to pay to Cede & Co., a nominee of DTC, or
its registered assigns, upon presentation, the principal amount of One Hundred
Million Dollars ($100,000,000), on the Stated Maturity Date specified above (or
any earlier redemption date) (each such Stated Maturity Date or redemption date
being hereinafter referred to as the "Maturity Date" with respect to the
principal repayable on such date) and to pay interest on the outstanding
principal amount thereon from the date of issuance, at the Interest Rate per
annum specified above to March 1, 2005 or until the principal hereof is paid or
duly made available for payment. The Issuer will pay interest semi-annually in
arrears on each Interest Payment Date, if any, specified above (each, an
"Interest Payment Date"), commencing with the Interest Payment Date on September
1, 2000 and until the entire principal hereof is paid or made available for
payment. Interest on this Senior Note will be computed on the basis of a 360-day
year of twelve 30-day months.
Interest on this Senior Note will accrue from, and including, the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for (or from, and including, the Original Issue Date if no
interest has been paid or duly provided for) to, but excluding, the applicable
Interest Payment Date or the Maturity Date, as the case may be. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, subject to certain exceptions described herein, be paid to the person in
whose name this Senior Note (or one or more predecessor Senior Notes) is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day, as defined below) immediately preceding such Interest
Payment Date (the "Record Date"); provided, however, that interest payable on
the Maturity Date will be payable to the person to whom the principal hereof and
premium, if any, hereon shall be payable. Any such interest not so punctually
paid or duly provided for ("Defaulted Interest") will forthwith cease to be
payable to the holder on any Record Date, and shall be paid to the person in
whose name this Senior Note is registered at the close of business on a special
record date (the "Special Record Date") for the payment of such Defaulted
Interest to be fixed by the Trustee hereinafter referred to, notice whereof
shall be given to the holder of this Senior Note by the Trustee nor more than 15
days not less than 10 days prior to such Special Record Date or may be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which this Senior Note may be listed, and upon such
notice as may be required by such exchange, all as more fully provided for in
the Indenture.
Payment of principal, premium, if any, and interest in respect of this
Senior Note due on the Maturity Date will be made in immediately available funds
upon presentation and surrender of this Senior Note (and, with respect to any
applicable repayment of this Senior Note, a duly completed election form as
contemplated on the reverse hereof) at the corporate trust office of the Trustee
maintained for that purpose in the Borough of Manhattan, The City of New York,
currently located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such
other paying agency in the Borough of Manhattan, The City of New York, as the
Issuer may determine. Payment of interest due on any Interest Payment Date other
than the Maturity Date will be made by check mailed to the address of the person
entitled thereto as such address shall appear in the Security Register
maintained at the aforementioned office of the Trustee. The Issuer is obligated
to make payment of principal, premium, if any, and interest in respect of this
Senior Note in U.S. Dollars.
If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the same
force and effect as if made on the date such payment was due, and no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be.
As used herein, "Business Day" means any day other than a Saturday,
Sunday or a day on which banking institutions in The City of New York are
authorized or required by law, executive order or governmental decree to be
closed.
Reference is hereby made to the further provisions of this Senior Note
set forth on the reverse hereof.
Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Senior Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, CP Limited Partnership has caused this Senior Note
to be duly executed.
CP LIMITED PARTNERSHIP, as Issuer
By: CHATEAU COMMUNITIES, INC.,
one of its General Partners
By: _____________________________
Name:
Title:
By: ROC COMMUNITIES, INC.,
its other General Partner
By: _____________________________
Name:
Title:
Attest:
_________________________
Name:
Title:
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: February 25, 2000 BANK ONE TRUST COMPANY, N.A.,
as Trustee
By: ________________________________
Authorized Signatory
[Form of Reverse of Senior Note]
CP LIMITED PARTNERSHIP 8.50% Senior Notes due 2005 ("Senior Notes")
1. Indenture. (a) This Senior Note is one of a duly authorized series
of Securities of the Issuer issued under an Indenture, dated as of December 19,
1997, as heretofore supplemented by a First Supplemental Indenture, dated as of
December 19, 1977, and as further supplemented by the Second Supplemental
Indenture, dated as of February 25, 2000 (the "Indenture"), between the Issuer
and Bank One Trust Company, N.A. (as successor in interest to The First National
Bank of Chicago) as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Issuer, the
Trustee and the holders of the Senior Notes, and of the terms upon which the
Senior Notes are authenticated and delivered. This Security is designated as the
"8.50% Senior Notes due 2005" (the "Senior Notes"), which Senior Notes are
limited to $100,000,000 aggregate principal amount, subject to the provisions of
the Indenture. All terms used but not defined in this Senior Note shall have the
meanings assigned to such terms in the Indenture. Except where the context
otherwise requires, all references in this Senior Note to "herein" or "hereof"
or similar terms shall include the Indenture.
(b) This Senior Note is issuable only in registered form without
coupons in minimum denominations of U.S. $1,000 and integral multiples thereof.
(c) This Senior Note will not be subject to any sinking fund.
2. Redemption. This Senior Note shall be subject to redemption at the
option of the Issuer, in whole or in part, at any time, and from time to time,
in increments of U.S. $1,000 (provided that any remaining principal amount
hereof shall be at least U.S. $1,000), at a redemption price equal to the sum of
(i) the principal amount of the Senior Notes being redeemed, plus accrued and
unpaid interest thereon to the redemption date, and (ii) the Make-Whole Amount,
if any (the "Redemption Price"). If notice has been given as provided in the
Original Indenture and funds for the redemption of any Senior Notes called for
redemption shall have been made available on the redemption date referred to in
such notice, such Senior Notes shall cease to bear interest on the date fixed
for such redemption specified in such notice and the only right of the Holders
from and after the redemption date shall be to receive payment of the Redemption
Price upon surrender of such Senior Notes in accordance with such notice.
Notice of any optional redemption of any Senior Notes shall be given to
Holders at their addresses, as shown in the security register for the Senior
Notes, not less than 30 nor more than 60 days prior to the date fixed for
redemption. The notice of redemption shall specify, among other items, the
Redemption Price and the principal amount of the Senior Notes held by such
Holder to be redeemed. If less than all the Senior Notes are to be redeemed at
the option of the Issuer, the Issuer will notify the Trustee at least 45 days
prior to giving notice of redemption (or such shorter period as is satisfactory
to the Trustee) of the aggregate principal amount of the Senior Notes to be
redeemed and their redemption date. The Trustee shall select, pro rata, by lot
or in such manner as it shall deem fair and appropriate, Senior Notes to be
redeemed in whole or in part. Senior Notes may be redeemed in part in the
authorized denomination of $1,000 or in any integral multiple thereof.
As used herein:
"Make-Whole Amount" shall mean, in connection with any optional
redemption of any Senior Notes being so redeemed, the excess, if any, of (i) the
aggregate present value as of the date of such redemption of each dollar of
principal being redeemed and the amount of any interest (exclusive of interest
accrued to the date of redemption) that would have been payable in respect of
each such dollar if such redemption had not been made, determined by
discounting, on a semi-annual basis, such principal and interest at the
applicable Reinvestment Rate (determined on the third Business Day preceding the
date such notice of redemption is given) from the respective dates on which such
principal and interest would have been payable if such redemption had not been
made, over (ii) the aggregate principal amount of the Senior Notes being
redeemed.
"Reinvestment Rate" shall mean 0.25% plus the yield on treasury
securities at a constant maturity for the most recent week under the heading
"Week Ending" published in the most recent Statistical Release under the caption
"Treasury Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of the
principal being redeemed. If no maturity exactly corresponds to such maturity,
yields for the two published maturities most closely corresponding to such
maturity shall be calculated pursuant to the immediately preceding sentence and
the Reinvestment Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding in each of such relevant periods to the nearest
month. For the purpose of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.
"Statistical Release" shall mean the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under the
Indenture, then such other reasonably comparable index which shall be designated
by the Operating Partnership.
The covenants set forth in Article 10 of the Indenture and Sections
1010, 1011, 1012, 1013 and 1014 of the Second Supplemental Indenture shall be
fully applicable to the Senior Notes.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Issuer on the Senior Notes and (b) certain
restrictive covenants and the related defaults and Events of Default applicable
to the Issuer, in each case, upon compliance by the Issuer with certain
conditions set forth in the Indenture, which provisions apply to the Senior
Notes.
3. Effect of Events of Default. If an Event of Default, as defined in
the Indenture, shall occur and be continuing, the principal of the Senior Notes
may be declared due and payable in the manner and with the effect provided in
the Indenture.
4. Amendment and Modification. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Issuer and the rights of the holders of the
Senior Notes at any time by the Issuer and the Trustee with the consent of the
holders of not less than a majority of the aggregate principal amount of all
Senior Notes at the time outstanding and affected thereby. The Indenture also
contains provisions permitting the holders of not less than a majority of the
aggregate principal amount of the outstanding securities of any series issued by
the Issuer, on behalf of the holders of all such securities, to waive compliance
by the Issuer with certain provisions of the Indenture. Furthermore, provisions
in the Indenture permit the holders of not less than a majority of the aggregate
principal amount of the outstanding securities of any series, in certain
instances, to waive, on behalf of all of the holders of securities of such
series, certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the holder of this Senior Note shall be conclusive and
binding upon such holder and upon all future holders of this Senior Note and
other Senior Notes issued upon the registration or transfer hereof or in
exchange heretofore or in lieu hereof, whether or not notation or such consent
or waiver is made upon this Senior Note.
5. Obligation to Pay Principal, Premium, if any, and Interest. No
reference herein to the Indenture and no provision of this Senior Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay principal, premium, if any, and interest in respect of
this Senior Note at the times, places and rate or formula, and in the coin or
currency, herein prescribed.
6. Transfer and Exchange. As provided in the Indenture and subject to
certain limitations therein and herein set forth, the transfer of this Senior
Note is registrable in the Security Register of the Issuer upon surrender of
this Senior Note for registration of transfer at the office or agency of the
Issuer in any place where the principal hereof and any premium or interest
hereon are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Security Registrar duly
executed by, the holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Senior Notes, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. As provided in the Indenture and subject to certain limitations
therein and herein set forth, this Senior Note is exchangeable for a like
aggregate principal amount of Senior Notes of different authorized denominations
but otherwise having the same terms and conditions, as requested by the holder
hereof surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Senior Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the holder in whose name this Senior Note is registered as the owner
thereof for all purposes, whether or not this Senior Note be overdue, and
neither the Issuer, the Trustee nor any such agent shall be affected by notice
to the contrary.
7. No Liability of Certain Persons. Neither Chateau Communities, Inc.
(the "Company") nor any other partner of the Issuer shall have any obligation or
liability for payment of the Senior Notes, and holders of the Senior Notes will
have no claims or other recourse against the Company or any other partner of the
Issuer, or against any assets of the Company or any other partner of the Issuer,
in respect of the Senior Notes; and the holders of the Senior Notes shall not
have any right to enforce any obligation of a partner to make a contribution to
the Issuer under any provision of the Amended and Restated Agreement of Limited
Partnership of the Issuer (the "Agreement of Limited Partnership"). Neither the
Company nor any other partner of the Issuer nor any of their respective assets
shall be subject to any lien, levy, execution or any other enforcement procedure
relating directly or indirectly to the Senior Notes or any obligations
hereunder; provided, however, that in the event of a dissolution of the Issuer,
any assets of the Issuer that are received by the Company in such dissolution
shall be subject to the claims of the holders of the Senior Notes for the
enforcement of payment thereof.
8. Governing Law. The Indenture and this Senior Note shall be governed
by and construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed entirely in such State without regard to
conflict of law principles.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________________
________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________ this Senior Note and all
rights thereunder hereby irrevocably constituting and appointing
__________________________________________________ Attorney to transfer this
Senior Note on the books of the Trustee, with full power of substitution in the
premises.
Dated:___________ ____________________________________________
____________________________________________ Notice: The signature(s) on this
Assignment must correspond with the name(s) as written upon the face of this
Senior Note in every particular, without alteration or enlargement or any change
whatsoever.
