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CPG PARTNERS, L.P.,
as Issuer
CPG HOLDINGS, LLC
(SUCCESSOR TO
CHELSEA PROPERTY GROUP, INC.)
as Guarantor
and
U.S. BANK NATIONAL ASSOCIATION
as Trustee
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TENTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 1, 2005
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SUPPLEMENT TO INDENTURE
DATED AS OF JANUARY 23, 1996
AMONG
CPG PARTNERS, L.P. (AS ISSUER),
CHELSEA PROPERTY GROUP, INC. (AS GUARANTOR)
AND
U.S. BANK NATIONAL ASSOCIATION
(SUCCESSOR TO STATE STREET BANK AND TRUST COMPANY)
(AS TRUSTEE)
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THIS TENTH SUPPLEMENTAL INDENTURE, dated as of June 1, 2005 (the
"Supplemental Indenture"), is entered into by and among CPG PARTNERS, L.P.
(formerly known as Chelsea GCA Realty Partnership, L.P.), a limited partnership
formed under the laws of the State of Delaware (the "Issuer"), CPG HOLDINGS,
LLC, a limited liability company formed under the laws of the State of Delaware
("Holdings"), and U.S. BANK NATIONAL ASSOCIATION (successor to State Street Bank
and Trust Company), a national banking association, as Trustee (the "Trustee").
RECITALS
WHEREAS, pursuant to the terms of the Indenture, dated as of January 23,
1996 (the "Original Indenture"), among the Issuer, Chelsea Property Group, Inc.
(formerly known as Chelsea GCA Realty, Inc.), a corporation formed under the
laws of the State of Maryland (the "Guarantor"), and the Trustee and the First
through Ninth Supplemental Indentures thereto, the Issuer has created and issued
Securities; and
WHEREAS, pursuant to the terms of that certain Plan of Liquidation, dated
as of the date hereof (the "Plan of Liquidation"), the shareholders of the
Guarantor intend to liquidate the Guarantor and distribute its assets to the
shareholders of the Guarantor in accordance with the terms of such Plan of
Liquidation; and
WHEREAS, Holdings shall be entitled to receive substantially all of the
properties and assets of the Guarantor pursuant to the terms of the Plan of
Liquidation; and
WHEREAS, Sections 803 and 804 of the Original Indenture provide for the
execution and delivery by the Issuer, the Guarantor and the Trustee, in the
event of a conveyance, transfer or lease of all or substantially all of the
properties and assets of the Guarantor to any Person, of a supplemental
indenture to evidence Holding's succession to the rights of the Guarantor and
its assumption of the obligations of the Guarantor, in each case as contained in
the Original Indenture and any Guarantee, which supplemental indenture, pursuant
to Section 901 of the Original Indenture, does not require the consent of the
Holders of Securities or Coupons; and
WHEREAS, pursuant to the provisions of Sections 803 and 804 of the Original
Indenture, Holdings wishes by this Supplemental Indenture to evidence its
succession to the rights of the Guarantor and its assumption of the obligations
of the Guarantor, in each case as contained in the Original Indenture and any
Guarantee, and pursuant to the provisions of Sections 803 and 804 of the
Original Indenture, Holdings shall succeed to, and be substituted for, and may
exercise every right and power of, and shall assume all of the obligations of,
the Guarantor under the Original Indenture and any Guarantee; and
WHEREAS, all things necessary to make this Supplemental Indenture, when
executed and delivered by the Trustee, the valid agreement of the Issuer,
Holdings and the Trustee in accordance with its terms have been done.
NOW, THEREFORE, IT IS AGREED:
SECTION 101. Definitions. Except as otherwise expressly provided herein,
all capitalized words and terms used herein shall have the respective meanings
ascribed thereto in the Original Indenture.
SECTION 102. Successor Substitution. Pursuant to the provisions of Sections
803 and 804 of the Original Indenture, Holdings hereby acknowledges and agrees
that it has succeeded the Guarantor as the Guarantor under the Original
Indenture and any outstanding Guarantee, and does hereby assume and agree to
perform all of the obligations of the Guarantor under the Original Indenture and
any Guarantee and does otherwise agree to be bound by and subject to the terms
and provisions of the Original Indenture and any Guarantee in each and every
respect as if it had been initially named as the Guarantor therein.
SECTION 103. Representations of Holdings. Holdings hereby represents and
warrants to the Trustee that as of the date hereof:
(a) Holdings is a limited liability company validly organized and existing
and in good standing under the laws of the State of Delaware; and
(b) no Event of Default or event, which after notice or lapse of time or
both, would become an Event of Default will result from the execution and
delivery of this Supplemental Indenture.
SECTION 104. Construction with Original Indenture. All of the covenants,
agreements and provisions of this Supplemental Indenture shall be deemed to be
and construed as part of the Original Indenture to the same extent as if fully
set forth verbatim therein and shall be fully enforceable in the manner provided
in the Original Indenture. Except as provided in this Supplemental Indenture,
the Original Indenture shall remain in full force and effect and the terms and
conditions thereof are hereby confirmed.
SECTION 105. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be part of and govern the Original Indenture or
this Supplemental Indenture, the provision of such Act shall control. If any
provision hereof modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the provision of such Act shall be deemed
to apply to this Supplemental Indenture as so modified or excluded, as the case
may be.
SECTION 106. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
SECTION 107. Separability Clause. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the fullest extent permitted by law.
SECTION 108. Benefits of Supplement and Original Indenture. Nothing in this
Supplemental Indenture, the Original Indenture, the Securities or any Guarantee,
express or implied, shall give to any Person other than the parties hereto and
thereto and their successors and permitted assigns hereunder and thereunder, and
the Holders of Securities or Coupons, any benefit or any legal or equitable
right, remedy or claim under this Supplemental Indenture or the Original
Indenture.
SECTION 109. Governing Law. This Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 110. Counterparts. All parties may sign any number of copies or
counterparts of this Supplemental Indenture. Each signed copy or counterpart
shall be an original, but all of them together shall represent the same
agreement.
SECTION 111. Effectiveness. This Supplemental Indenture shall become
effective in accordance with the provisions of Article Nine of the Original
Indenture.
SECTION 112. Trustee. The Trustee has accepted the amendment of the
Original Indenture effected by this Supplemental Indenture and agrees to execute
the trust created by the Original Indenture as hereby amended, but only upon the
terms and conditions set forth in the Original Indenture, including the terms
and provisions defining and limiting the liabilities and responsibilities of the
Trustee, and without limiting the generality of the foregoing, the Trustee shall
not be responsible in any manner whatsoever for or with respect to any of the
recitals or statements contained herein, all of which recitals or statements are
made solely by the Issuer, or for or with respect to (a) the validity or
sufficiency of this Supplemental Indenture or any of the terms or provisions
hereof, (b) the proper authorization hereof by the Issuer and Holdings by
corporate action or otherwise, (c) the due execution hereof by the Issuer and
Holdings, and (d) the consequences (direct or indirect and whether deliberate or
inadvertent) of any amendment herein provided for, and the Trustee makes no
representation with respect to any such matters.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, if applicable, all as of the day and year first
above written.
CPG PARTNERS, L.P.
By: Chelsea Property Group, Inc., as
General Partner
By: /s/ Leslie T. Chao
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Name: Leslie T. Chao
Title: President
Attest:
/s/ Denise M. Elmer
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Name: Denise M. Elmer
Title: Senior Vice President and Secretary
CPG HOLDINGS, LLC
By: /s/ Michael J. Clarke
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Name: Michael J. Clarke
Title: Executive Vice President
and Chief Financial Officer
Attest:
/s/ Denise M. Elmer
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Name: Denise M. Elmer
Title: Senior Vice President and Secretary
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Marie A. Hattinger
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Name: Marie A. Hattinger
Title: Vice President
Attest:
/s/ Donald E. Smith
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Name: Donald E. Smith
Title: Vice President