Willkie Farr & Gallagher ▼

                            364-DAY CREDIT AGREEMENT

                                   dated as of

                                 August 8, 2001

                                      among

                        MARTIN MARIETTA MATERIALS, INC.,

                            The BANKS Listed Herein,

                                       and

                            THE CHASE MANHATTAN BANK,

                                    as Agent

                             ----------------------

                          J.P. MORGAN SECURITIES, INC.,
                   . . .

DENISON INTERNATIONAL PLC

and

PARKER-HANNIFIN CORPORATION

ACQUISITION AGREEMENT

Dated as of December 7, 2003

TABLE OF CONTENTS

DENISON INTERNATIONAL PLC

and

PARKER-HANNIFIN CORPORATION

ACQUISITION AGREEMENT

Dated as of December 7, 2003

TABLE OF CONTENTS

                            DENISON INTERNATIONAL PLC

                                       and

                           PARKER-HANNIFIN CORPORATION




                              ACQUISITION AGREEMENT







                          Dated as of December 7, 2003
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                                TABLE OF CONTENTS


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                                AGENCY AGREEMENT
                SALOMON SMITH BARNEY FAIRFIELD FUTURES FUND L.P.
                        (A NEW YORK LIMITED PARTNERSHIP)
                      UNITS OF LIMITED PARTNERSHIP INTEREST

                                 April 15, 2002




Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York  10013

Re:  Salomon Smith Barney Fairfield Futures Fund L.P.

Gentlemen:

     Smith Barney Futures  Management LLC, a Delaware limited  liability company
(the "General Partner"),  has caused Salomon Smith Barney  . . .

                                AGENCY AGREEMENT
                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                        (A NEW YORK LIMITED PARTNERSHIP)
                      UNITS OF LIMITED PARTNERSHIP INTEREST

                                  May 31, 2002




Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York  10013

Re:  Salomon Smith Barney AAA Energy Fund L.P. II
     --------------------------------------------

Gentlemen:

     Smith Barney Futures  Management LLC, a Delaware limited  liability company
(the "General Partner" . . .

SEAGATE TECHNOLOGY
_____________

        AGREEMENT AND PLAN OF MERGER, dated as of June 20, 2004 (this "Agreement"), among Simon Property Group, Inc., a Delaware corporation ("Parent"), Simon Property Group, L.P., a Delaware limited partnership ("Parent L.P."), Simon Acquisition I, LLC, a Maryland limited liability company ("Merger Sub") and a wholly owned Subsidiary of Parent L.P., Simon Acquisition II, LLC a Delaware limited liability company ("L.P. Merger Sub") and an indirect wholly owned Subsidiary of Parent L.P., Chelsea Property Group, Inc., a Maryland corporation (the "Company"), and CPG Partners, L.P., a Delaware limited partnership ("Company L.P.").

R E C I T A L S:

        WHEREAS, the board of directors of the Company (the "Company Board") has approved and declared this Agreement advisable and fair to, and in the best interests of, the Company and its stockholders and desires to provide herein, in accordance with the Maryland General Corporation Law (the "MGCL") and the Maryland Limited Liability Company Act (the "MLLCA"), for the merger (the "REIT Merger") of Merger Sub with and into the Company, with the Company to be the surviving entity, on the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of common stock, par value $.01 per share, of the Company ("Company Common Stock") (except for shares held by Parent, Merger Sub, the Company or any of their respective direct or indirect wholly owned Subsidiaries) shall be converted into the right to receive the REIT Merger Consideration and each issued and outstanding share of Company Series A Preferred Stock (except for shares held by Parent, Merger Sub, the Company or any of their respective direct or indirect wholly owned Subsidiaries) shall be converted into the right to receive Parent 8³/8% Preferred Stock;

        WHEREAS, the Company, as general partner of Company L.P., has approved and declared this Agreement advisable and fair to, and in the best interests of, Company L.P. and its partners and desires to provide herein, in accordance with the Delaware Revised Uniform Limited Partnership Act ("DRULPA") and the Delaware Limited Liability Company Act ("DLLCA"), for the merger (the "OP Merger") of L.P. Merger Sub with and into Company L.P. immediately following the REIT Merger, with Company L.P. to be the surviving entity, on the terms and subject to the conditions set forth in this Agreement, whereby each Company L.P. Unit owned by the limited partners of Company L.P. (except for Company Common Units held by Parent, Parent L.P., L.P. Merger Sub, the Company, Company L.P. or any of their respective direct or indirect wholly owned Subsidiaries (other than as set forth in Section 1.09(a)(iv)) and for Company L.P. Series B Preferred Units, which shall, unless otherwise agreed by Parent, the Company and the holders of such Company L.P. Series B Preferred Units, be redeemed for cash prior to the OP Merger in accordance with Section 6.13) shall be converted automatically into the right to receive the OP Merger Consideration;

        WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent, Parent L.P. and certain limited partners of Company L.P. set forth in Schedule I hereto (the "Principal Company Limited Partners") have entered into voting agreements in the form of Exhibit A attached hereto (the "Voting Agreements" and, together with this Agreement, the "Transaction Documents") pursuant to which Parent, Parent L.P. and the Principal Company Limited Partners have agreed to take specified actions in furtherance of the REIT Merger and the OP Merger;

        WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent and the Company have entered into a put agreement (the "Put Agreement") providing that upon termination of this Agreement for reasons specified herein, certain Affiliates of Parent shall have the right to put to certain Affiliates of the Company the interests of such Affiliates of Parent in certain joint ventures, pursuant to the terms and conditions of the Put Agreement, which Put Agreement is attached as Exhibit B hereto;

        WHEREAS, simultaneously with the execution and delivery of this Agreement, the Company and certain current officers of the Company have entered into several employment agreements, each of which is conditional upon Closing and is attached as Exhibit C hereto;

        WHEREAS, at the Closing, Parent, Parent L.P. and Company L.P. shall enter into a tax protection agreement in the form attached as Exhibit D hereto (the "Tax Protection Agreement"); and

        WHEREAS Parent, Parent L.P., Merger Sub, L.P. Merger Sub, the Company and Company L.P. desire to make certain representations, warranties, covenants and agreements in connection with the REIT Merger and the OP Merger and also to prescribe various conditions to the REIT Merger and the OP Merger.

        NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I.

The Mergers

        SECTION 1.01.    The Mergers.    

        (a)   REIT Merger.    On the terms and subject to the conditions set forth in this Agreement, at the REIT Effective Time, Merger Sub shall be merged with and into the Company. At the REIT Effective Time, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving company (the "Surviving Company") and a wholly owned Subsidiary of Parent L.P. The parties hereto intend the REIT Merger to be a taxable purchase of the Company Common Stock.

        (b)   OP Merger.    On the terms and subject to the conditions set forth in this Agreement, immediately following the REIT Merger, L.P. Merger Sub shall be merged with and into Company L.P. At such time, the separate existence of L.P. Merger Sub shall cease and Company L.P. shall continue as the surviving partnership (the "Surviving L.P."). The REIT Merger, the OP Merger and the other transactions contemplated by the Transaction Documents are referred to in this Agreement collectively as the "Transactions." It is intended that, after the REIT Merger, the Surviving Company will be liquidated pursuant to a plan of liquidation. The OP Merger, in combination with the intended liquidation of the Surviving Company and any Company Common Unit Exchange, are intended to be a contribution of Company Common Units to Parent L.P. governed by Section 721(a) of the Code.

        SECTION 1.02.    Closings.    The closing (the "REIT Closing") of the REIT Merger shall take place at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019 at 10:00 a.m. on the second business day following the satisfaction (or, to the extent permitted by Law, waiver by the party or parties entitled to the benefits thereof) of the conditions set forth in Article VII, unless this Agreement has been earlier terminated in accordance with its terms, or at such other place, time and date as shall be agreed in writing between Parent and the Company. The closing of the OP Merger (the "OP Closing" and, together with the REIT Closing, the "Closing") shall take place immediately after the effectiveness of the REIT Merger at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019. The date on which the Closing occurs is referred to in this Agreement as the "Closing Date." If the REIT Closing and the OP Closing occur on different dates, then the term "Closing Date" shall mean, with respect to the REIT Merger, the date on which the REIT Closing occurs and, with respect to the OP Merger, the date on which the OP Closing occurs.

        SECTION 1.03.    Effective Times.    

        (a)   Prior to the REIT Closing, Parent, Merger Sub and the Company shall prepare, and, on the Closing Date, the Company shall file with the State Department of Assessments and Taxation of Maryland, articles of merger and/or such other appropriate documents (the "Articles of Merger") executed in accordance with the applicable provisions of the MGCL and the MLLCA and shall make all other filings or recordings required under the MGCL and the MLLCA to effect the REIT Merger. The REIT Merger shall become effective at such time as the Articles of Merger are accepted for record by the State Department of Assessments and Taxation of Maryland, or at such later time as

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

VENTAS, INC.

VENTAS SUB, LLC

AND

ELDERTRUST

DATED AS OF NOVEMBER 19, 2003

TABLE OF CONTENTS

ARTICLE I. THE MERGER

Section 1.1.

The Merger

Section 1.2.

Closing

Section 1.3.

Effective Time

Section 1.4.

Constituent Documents

Section 1.5. . . .

                          AGREEMENT AND PLAN OF MERGER
                                      AMONG
                   THE SOURCE INFORMATION MANAGEMENT COMPANY,
                       SOURCE-INTERLINK ACQUISITION, INC.,
                          THE INTERLINK COMPANIES, INC.
                                       AND
                     THE SHAREHOLDERS AND OPTION HOLDERS OF
                          THE INTERLINK COMPANIES, INC.
                                  MAY 31, 2001
                                       AND
                                CONSENT TO MERGER
                . . .

                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                                WEST CORPORATION,

                           DIALING ACQUISITION CORP.,

                           ITC HOLDING COMPANY, INC.,

                                      AND,

                   FOR PURPOSES OF SECTIONS 3.6, 4.1 AND 8.13,

                         ARTICLE 11 AND ARTICLE 12 ONLY,

                         THE STOCKHOLDER REPRESENTATIVE


                           Dated as of March 27, 2003




                         . . .

INFORMATION HOLDINGS INC.,

THE THOMSON CORPORATION

and

THYME CORPORATION

AGREEMENT AND PLAN OF MERGER

Dated as of June 28, 2004

TABLE OF CONTENTS

                                 LIQUENT, INC.,

                            INFORMATION HOLDINGS INC.

                                       and

                             FLUID ACQUISITION CORP.

                         ------------------------------

                          AGREEMENT AND PLAN OF MERGER

                         ------------------------------







                         ------------------------------

                          Dated as of November 13, 2001

                         ------------------------------ . . .

<DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION
<TEXT>


<PAGE>

                      AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                            PREDICTIVE SYSTEMS, INC.,

                         SALMON ACQUISITION CORPORATION,

                           SYNET SERVICE CORPORATION,

               MICHAEL J. WETHINGTON, AS STOCKHOLDERS' AGENT, AND

                CERTAIN STOCKHOLDERS OF SYNET SERVICE CORPORATION

  . . .